Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30542 | |
Entity Registrant Name | DATA443 RISK MITIGATION, INC. | |
Entity Central Index Key | 0001068689 | |
Entity Tax Identification Number | 86-0914051 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4000 Sancar Way | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Research Triangle Park | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27709 | |
City Area Code | (919) | |
Local Phone Number | 858-6542 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,413,168 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 15,904 | $ 1,712 |
Accounts receivable, net | 3,147 | 31,978 |
Prepaid expense and other current assets | 273,159 | 91,204 |
Total current assets | 292,210 | 124,894 |
Property and equipment, net | 503,242 | 427,031 |
Operating lease right-of-use assets, net | 249,796 | 405,148 |
Advance payment for acquisition | 2,726,188 | 2,726,188 |
Intellectual property, net of accumulated amortization | 204,997 | 454,331 |
Deposits | 45,673 | 45,673 |
Total Assets | 4,022,106 | 4,183,265 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 2,221,000 | 1,031,931 |
Deferred revenue | 1,814,620 | 1,704,249 |
Interest payable | 616,593 | 478,712 |
Notes payable, net of unamortized discount | 2,267,658 | 918,785 |
Convertible notes payable, net of unamortized discount | 2,721,171 | 4,134,155 |
Due to a related party | 320,486 | 112,062 |
Operating lease liability | 338,818 | 213,831 |
Finance lease liability | 10,341 | |
Total Current Liabilities | 10,300,348 | 8,604,066 |
Notes payable, net of unamortized discount - non-current | 1,605,855 | 3,104,573 |
Convertible notes payable, net of unamortized discount - non-current | 97,946 | 97,946 |
Deferred revenues - non-current | 515,000 | 788,902 |
Operating lease liability - non-current | 354,631 | |
Total Liabilities | 12,519,149 | 12,950,118 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Common stock: 500,000,000 authorized; $0.001 par value 59,363,988 and 2,615,737 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 59,360 | 2,611 |
Additional paid in capital | 43,503,928 | 42,642,514 |
Accumulated deficit | (52,060,481) | (51,412,128) |
Total Stockholders’ Deficit | (8,497,043) | (8,766,853) |
Total Liabilities and Stockholders’ Deficit | 4,022,106 | 4,183,265 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | 150 | 150 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | ||
Related Party [Member] | ||
Current Liabilities | ||
Due to a related party | $ 320,488 | $ 112,062 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 337,500 | |
Preferred stock, par value | $ 0.001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 59,363,988 | 2,615,737 |
Common stock, shares outstanding | 59,363,988 | 2,615,737 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 150,000 | 150,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 149,892 | 149,892 |
Preferred stock, shares outstanding | 149,892 | 149,892 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 80,000 | 80,000 |
Preferred stock, par value | $ 10 | $ 10 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 619,040 | $ 750,989 | $ 1,998,846 | $ 1,363,505 |
Cost of revenue | 244,881 | 78,593 | 453,863 | 278,272 |
Gross profit | 374,159 | 672,396 | 1,544,983 | 1,085,233 |
Operating expenses | ||||
General and administrative | 1,635,499 | 2,116,220 | 3,036,308 | 3,089,782 |
Sales and marketing | 64,379 | 59,635 | 96,553 | 180,030 |
Total operating expenses | 1,699,878 | 2,175,855 | 3,132,861 | 3,269,812 |
Loss from operations | (1,325,719) | (1,503,459) | (1,587,878) | (2,184,579) |
Other income (expense) | ||||
Interest expense | (3,488,822) | (942,753) | (3,964,556) | (2,037,069) |
Gain (loss) on settlement of debt | 4,904,081 | 4,904,081 | ||
Change in fair value of derivative liability | (57,883) | |||
Total other expense | 1,415,259 | (942,753) | 939,525 | (2,094,952) |
Income/(loss) before income taxes | 89,540 | (2,446,212) | (648,353) | (4,279,531) |
Provision for income taxes | ||||
Net income/(loss) | 89,540 | (2,446,212) | (648,353) | (4,279,531) |
Dividend on Series B Preferred Stock | (104,631) | |||
Net income/(loss) attributable to common stockholders | $ 89,540 | $ (2,446,212) | $ (648,353) | $ (4,384,162) |
Basic loss per Common Share | $ 0 | $ (25.10) | $ (0.04) | $ (9.62) |
Diluted loss per Common Share | $ 0 | $ (25.10) | $ (0.04) | $ (9.62) |
Basic weighted average number of common shares outstanding | 28,510,444 | 97,477 | 16,334,701 | 444,824 |
Diluted weighted average number of common shares outstanding | 28,510,444 | 97,477 | 16,334,701 | 444,824 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 150 | $ 122 | $ 37,810,380 | $ (42,033,887) | $ (4,223,235) |
Balance, shares at Dec. 31, 2021 | 150,000 | 122,044 | |||
Common stock issued for conversion of debt | $ 165 | 29,160 | 29,325 | ||
Common stock issued for conversion of debt, shares | 165,273 | ||||
Stock-based compensation | (45,511) | (45,511) | |||
Net income (loss) | (4,384,162) | (4,384,162) | |||
Cumulative-effect adjustment from adoption of ASU 2020-06 | (517,500) | 439,857 | (77,643) | ||
Common stock issued for acquisition of Centurion assets | $ 381 | 2,475,807 | 2,476,188 | ||
Common stock issued for acquisition of Centurion assets, shares | 380,952 | ||||
Common stock issued for conversion of preferred stock | $ 108 | (108) | |||
Common stock issued for conversion of preferred stock, shares | (108) | 108,000 | |||
Common stock issued in conjunction with convertible notes | $ 18 | 140,918 | 140,936 | ||
Common stock issued in conjunction with convertible notes, shares | 18,170 | ||||
Common stock issued for exercised cashless warrant | $ 7 | (7) | |||
Common stock issued for exercised cashless warrant, shares | 6,631 | ||||
Common stock issued for service | $ 153 | 844,048 | 844,201 | ||
Common stock issued for service, shares | 153,491 | ||||
Resolution of derivative liability upon exercise of warrant | 57,883 | 57,883 | |||
Warrant issued in conjunction with debts | 47,628 | 47,628 | |||
Balance at Jun. 30, 2022 | $ 150 | $ 954 | 40,842,698 | (45,978,192) | (5,134,390) |
Balance, shares at Jun. 30, 2022 | 149,892 | 954,561 | |||
Balance at Mar. 31, 2022 | $ 150 | $ 148 | 37,353,357 | (43,531,980) | (6,178,325) |
Balance, shares at Mar. 31, 2022 | 150,000 | 148,367 | |||
Common stock issued for conversion of debt | $ 151 | 1,361 | 1,512 | ||
Common stock issued for conversion of debt, shares | 151,200 | ||||
Stock-based compensation | 42,174 | 42,174 | |||
Net income (loss) | (2,446,212) | (2,446,212) | |||
Common stock issued for acquisition of Centurion assets | $ 381 | 2,475,807 | 2,476,188 | ||
Common stock issued for acquisition of Centurion assets, shares | 380,952 | ||||
Common stock issued for conversion of preferred stock | $ 108 | (108) | |||
Common stock issued for conversion of preferred stock, shares | (108) | 108,000 | |||
Common stock issued in conjunction with convertible notes | $ 13 | 78,431 | 78,444 | ||
Common stock issued in conjunction with convertible notes, shares | 12,551 | ||||
Common stock issued for service | $ 153 | 844,048 | 844,201 | ||
Common stock issued for service, shares | 153,491 | ||||
Warrant issued in conjunction with debts | 47,628 | 47,628 | |||
Adjustment of reverse stock split | |||||
Balance at Jun. 30, 2022 | $ 150 | $ 954 | 40,842,698 | (45,978,192) | (5,134,390) |
Balance, shares at Jun. 30, 2022 | 149,892 | 954,561 | |||
Balance at Dec. 31, 2022 | $ 150 | $ 2,611 | 42,642,514 | (51,412,128) | (8,766,853) |
Balance, shares at Dec. 31, 2022 | 149,892 | 2,615,737 | |||
Subscription of stock for cash | 20,000 | 20,000 | |||
Common stock issued for conversion of debt | $ 10,808 | 321,784 | 332,592 | ||
Common stock issued for conversion of debt, shares | 10,807,823 | ||||
Common stock issued for adjustment to PPM investors | $ 45,619 | (45,619) | |||
Common stock issued for adjustment to investors, shares | 45,619,000 | ||||
Stock-based compensation | $ 322 | 565,249 | 565,571 | ||
Stock-based compensation, shares | 321,428 | ||||
Net income (loss) | (648,353) | (648,353) | |||
Balance at Jun. 30, 2023 | $ 150 | $ 59,360 | 43,503,928 | (52,060,481) | (8,497,043) |
Balance, shares at Jun. 30, 2023 | 149,892 | 59,363,988 | |||
Balance at Mar. 31, 2023 | $ 150 | $ 6,742 | 42,982,226 | (52,150,021) | (9,160,903) |
Balance, shares at Mar. 31, 2023 | 149,892 | 6,746,764 | |||
Subscription of stock for cash | 20,000 | 20,000 | |||
Common stock issued for conversion of debt | $ 6,677 | 95,926 | 102,603 | ||
Common stock issued for conversion of debt, shares | 6,676,796 | ||||
Common stock issued for adjustment to PPM investors | $ 45,619 | (45,619) | |||
Common stock issued for adjustment to investors, shares | 45,619,000 | ||||
Stock-based compensation | $ 322 | 451,395 | 451,717 | ||
Stock-based compensation, shares | 321,428 | ||||
Net income (loss) | 89,540 | 89,540 | |||
Balance at Jun. 30, 2023 | $ 150 | $ 59,360 | $ 43,503,928 | $ (52,060,481) | $ (8,497,043) |
Balance, shares at Jun. 30, 2023 | 149,892 | 59,363,988 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ 89,540 | $ (2,446,212) | $ (648,353) | $ (4,279,531) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Change in fair value of derivative liability | 57,883 | $ (57,883) | |||
Gain on settlement of debt | (4,904,081) | (4,904,081) | |||
Stock-based compensation expense | 565,571 | 798,690 | |||
Depreciation and amortization | 340,550 | 540,714 | |||
Amortization of debt discount | 625,783 | 1,549,752 | |||
Lease liability amortization | (74,292) | (14,958) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 28,831 | (209,938) | |||
Prepaid expenses and other assets | (181,955) | 42,852 | |||
Accounts payable and accrued liabilities | 1,189,069 | 308,642 | |||
Deferred revenue | (163,531) | 973,992 | |||
Accrued interest | 3,398,326 | 105,577 | |||
Deposit | 10,414 | ||||
Net Cash provided by/(used in) Operating Activities | 175,918 | (115,911) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Advance payment for acquisition | (250,000) | ||||
Purchase of property and equipment | (167,427) | (96,960) | |||
Net Cash used in Investing Activities | (167,427) | (346,960) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Bank overdraft | 3,781 | ||||
Proceeds from issuance of convertible notes payable | 564,070 | 1,207,800 | |||
Repayment of convertible notes payable | (146,663) | (758,346) | |||
Proceeds from stock subscription | 20,000 | ||||
Proceeds from issuance of Series B Preferred Stock | 75,000 | ||||
Redemption of Series B Preferred Stock | (487,730) | ||||
Finance lease payments | (10,341) | (41,195) | |||
Proceeds from issuance of notes payable | 417,427 | 1,186,453 | |||
Repayment of notes payable | (1,047,218) | (1,957,492) | |||
Proceeds from related parties | 229,426 | 116,238 | |||
Repayment to related parties | (21,000) | (86,571) | |||
Net Cash provided by/(used in) Financing Activities | 5,701 | (742,062) | |||
Net change in cash | 14,192 | (1,204,933) | |||
Cash, beginning of period | 1,712 | 1,204,933 | 1,204,933 | ||
Cash, end of period | $ 15,904 | 15,904 | $ 1,712 | ||
Supplemental cash flow information | |||||
Cash paid for interest | 408,160 | 344,867 | |||
Non-cash Investing and Financing transactions: | |||||
Common stock issued for exercised cashless warrant | 7 | ||||
Settlement of convertible notes payable through issuance of common stock | 332,592 | 27,812 | |||
Common stock issued in conjunction with convertible note | 62,493 | ||||
Resolution of derivative liability upon exercise of warrant | 57,883 | ||||
Settlement of convertible notes payable through issuance of preferred common stock | 65,600 | ||||
Note payable issued for settlement of License fee payable | $ 77,643 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada May 4, 1998 The Company delivers solutions and capabilities that businesses can use in conjunction with their use of established cloud vendors such as Microsoft® Azure, Google® Cloud Platform (GCP) and Amazon® Web Services (AWS), as well as with on-premises databases and database applications with virtualization platforms, such as those hosted or configured using VMWare®, Citrix® and Oracle® clouds/products). Advance Payment for Acquisition On January 19, 2022, we entered into an Asset Purchase Agreement with Centurion Holdings I, LLC (“Centurion”) to acquire the intellectual property rights and certain assets collectively known as Centurion SmartShield Home and SmartShield Enterprise, patented technology that protects and recovers devices in the event of ransomware attacks. The total purchase price of $ 3,400,000 250,000 2,900,000 250,000 500,000 2,400,000 380,952 Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto and other pertinent information contained in our Form 10-K as filed with the SEC on February 24, 2023. The results of operations for the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023. Basis of Consolidation The accompanying unaudited consolidated financial statements as of June 30, 2023 include our accounts and those of our wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting in accordance with US GAAP. All inter company balances and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net earnings (loss) or and financial position. Accounts Receivable Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for bad debt. For the three months ended June 30, 2023, and June 30, 2022, we recorded bad debt expense of $ 0 0 Stock-Based Compensation Employees Nonemployees We recorded approximately $ 565,571 798,690 Contingencies We account for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the six months ended June 30, 2023 and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2023 2022 Six Months Ended June 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 2,838,067 1,029 Warrants 158,441 158,441 Total 152,888,508 150,051,470 Recently Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity” (“Standard”). The Standard reduced the number of accounting models available for convertible debt instruments and convertible preferred stock. Pursuant to the Standard, convertible debt instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid in capital. The Standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Due to adoption of this Standard on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $ 439,857 To compute the transition adjustment for a convertible instrument under both the modified retrospective and full retrospective methods, entities need to recompute the basis of that instrument at transition (i.e., the beginning of year of adoption for the modified retrospective method or the beginning of earliest year presented for the full retrospective method) as if the conversion option had not been separated. The Company use the modified retrospective method to adjust. Recently Issued Accounting Pronouncements The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2: LIQUIDITY AND GOING CONCERN The accompanying financial statements have been prepared assuming that we will continue as a going concern. As reflected in the financial statements, we have incurred significant current period losses of $ 648,353 for the six months ended June 30, 2023 and we have negative working capital of $ 10,008,138 and an accumulated deficit $ 52,060,481 as of June 30, 2023. We have relied upon loans and issuances of our equity to fund our operations. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. Management’s plans regarding these matters, include raising additional debt or equity financing, the terms of which might not be acceptable. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT The following table summarizes the components of our property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT June 30, December 31, 2023 2022 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,035,097 867,670 Property and equipment, gross 1,041,200 873,773 Accumulated depreciation (537,958 ) (446,742 ) Property and equipment, net of accumulated depreciation $ 503,242 $ 427,031 Depreciation expense for the six months ended June 30, 2023 and 2022, was $ 91,216 80,170 During the six months ended June 30, 2023 and 2022, we purchased property and equipment of $ 167,427 96,960 |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | NOTE 4: INTELLECTUAL PROPERTY The following table summarizes the components of our intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY June 30, December 31, Intellectual property: WordPress® GDPR rights $ 46,800 $ 46,800 ARALOC® 1,850,000 1,850,000 ArcMail® 1,445,000 1,445,000 DataExpress® 1,388,051 1,388,051 FileFacets ® 135,000 135,000 IntellyWP™ 60,000 60,000 Resilient Network Systems 305,000 305,000 Intellectual property 5,229,851 5,229,851 Accumulated amortization (5,024,854 ) (4,775,520 ) Intellectual property, net of accumulated amortization $ 204,997 $ 454,331 We recognized amortization expense of $ 249,334 460,544 Based on the carrying value of definite-lived intangible assets as of June 30, 2023, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Expense Year ended December 31, 2023 (excluding the six months ended June 30, 2023) $ 162,247 2024 27,000 2025 15,750 Thereafter - Total $ 204,997 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of our accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2023 2022 Accounts payable $ 1,370,015 $ 427,553 Credit cards 72,374 50,302 Accrued liabilities 778,611 554,076 Balance, end of year $ 2,221,000 $ 1,031,931 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 6: DEFERRED REVENUE For the six months ended June 30, 2023 and as of December 31, 2022, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE June 30, December 31, 2023 2022 Balance, beginning of period $ 2,493,151 $ 1,608,596 Deferral of revenue 1,186,955 3,511,678 Recognition of deferred revenue (1,350,486 ) (2,627,123 ) Balance, end of period $ 2,329,620 $ 2,493,151 As of June 30, 2023 and December 31, 2022, deferred revenue is classified as follows: SUMMARY OF DEFERRED REVENUE June 30, December 31, 2023 2022 Current $ 1,814,620 $ 1,704,249 Non-current 515,000 788,902 Balance, end of year $ 2,329,620 $ 2,493,151 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE 7: LEASES Operating lease We have two noncancelable operating leases for office facilities, one that we entered into January 2019 and that expires January 10, 2024 We recognized total lease expense of approximately $ 146,994 83,339 33,467 At June 30, 2023, future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2023 (excluding the six months ended June 30, 2023) 242,379 2024 121,406 Thereafter - Total lease payment 363,785 Less: Imputed interest (24,967 ) Operating lease liabilities 338,818 Operating lease liability - current 338,818 Operating lease liability - non-current $ - The following summarizes other supplemental information about our operating leases as of June 30, 2023: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) .70 Financing leases We do not have any financing leases as June 30, 2023 and $ 10,341 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, December 31, 2023 2022 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 414,690 600,400 Convertible Notes - Issued in fiscal year 2022 1,891,083 3,710,440 Convertible Notes - Issued in fiscal year 2023 534,454 - Convertible notes payable, Gross 2,938,173 4,408,786 Less debt discount and debt issuance cost (119,056 ) (176,685 ) Convertible notes payable 2,819,117 4,232,101 Less current portion of convertible notes payable 2,721,171 4,134,155 Long-term convertible notes payable $ 97,946 $ 97,946 During the six months ended June 30, 2023 and the year ended December 31, 2022, we recognized interest expense of $ 3,964,556 374,938 145,837 636,010 346,348 625,783 Conversion During the six months ended June 30, 2023, we converted notes with principal amounts and accrued interest of $ 332,592 10,807,823 Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2020 In 2020, we issued convertible promissory notes with principal amounts totaling $ 100,000 ● Terms 60 ● Annual interest rates of 5 ● Conversion price fixed at $ 0.01 Promissory Notes - Issued in fiscal year 2021 In 2021, we issued convertible promissory notes with principal amounts totaling $ 1,696,999 1,482,000 214,999 ● Terms ranging from 90 12 ● Annual interest rates of 5 12 ● Convertible at the option of the holders after varying dates. ● Conversion price based on a formula corresponding to a discount (39% discount) off the average closing price or lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received ● The Mast Hill Fund, LLC convertible promissory note matured on October 19, 2022. The default annual interest rate of 16 414,690 39,822 The 2021 Convertible Notes also were associated with the following: ● The issuance of 1,414 133,663 ● The issuance of 117,992 7.44 36.00 5 years During the six months ended June 30, 2023, in connection with the 2021 Convertible Notes, we repaid principal in the amount of $ 38,490 39,822 Promissory Notes - Issued in fiscal year 2022 During the year ended December 31, 2022, we issued convertible promissory notes with principal amounts totaling $ 2,120,575 1,857,800 262,775 ● Terms ranging from 3 12 ● Annual interest rates of 9 20 ● Convertible at the option of the holders after varying dates ● Conversion price based on a formula corresponding to a discount (20% or 39% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2022 Convertible Notes establishes a fixed conversion price of $4.50 per share ● 554,464 473,691 ● On June 30, 2023, the Company entered into a Note Exchange Agreement (the “Note Exchange Agreement”) with Westland Properties LLC (the “Noteholder”), pursuant to which the Company agreed with Westland Properties LLC to exchange one outstanding note with a total outstanding balance of $ 5,398,299 665,000 The New Note matures on June 1, 2024, and calls for payments of (i) $115,000 on or prior to July 25, 2023, (ii) nine monthly payments to the noteholder in the amount of $38,889 each, with the first payment beginning September 1, 2023 and (iii) $200,000 on the earlier of (a) three business days following the Company’s successful listing on any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange or (b) the receipt of not less than $4,000,000 in funding from a single transaction. If the conditions for payment of the above $200,000 are not met, but the Company raises capital in excess of $500,000 in a single closing, then 25% of any capital raised in such closing shall be used to satisfy the $200,000 payment 4,904,081 In connection with the adoption of ASU 2020-06 on January 1, 2022, we reclassified $ 517,500 439,857 Promissory Notes - Issued in fiscal year 2023 During the six months ended June 30, 2023, we issued convertible promissory notes with principal amounts totaling $ 637,858 520,000 117,858 ● Terms ranging from 9 12 ● Annual interest rates of 9 20 ● Convertible at the option of the holders after varying dates ● Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2023 Convertible Notes establishes a fixed conversion price of $.50 per share ● As of the six months ended June 30, 2023, there were no derivative liabilities. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 9: DERIVATIVE LIABILITIES We analyzed the conversion option of convertible notes for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. We determined our derivative liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities, and used the Binomial pricing model to calculate the fair value as of June 30, 2023. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Binomial valuation model. As of the six months ended June 30, 2023, there were no For the six months ended June 30, 2023 there was no derivative outstanding, and no loss recorded. For the six months ended June 30, 2022, the change in fair value of the derivative liability was $ 57,883 57,883. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended December 31, 2022 amounted to $ 57,883 The inputs used to calculate the derivative values are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Six months ended Year ended June 30, December 31, 2023 2022 Expected term - - * Expected average volatility - % 280 % Expected dividend yield - - Risk-free interest rate - % 3.65 % * There is no excepted term on the convertible notes. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 10: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE June 30, December 31, Interest 2023 2022 Maturity Rate Economic Injury Disaster Loan - originated in May 2020 (1, 2) $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 7,568 20,182 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 7,551 16,047 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 11,268 22,243 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 (3) 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (4) 866,666 866,666 1 12 % Promissory note - originated in July 2021 (4) 352,500 352,500 1 12 % Promissory note - originated in September 2021 37,712 43,667 $ 1,383.56 60 28 % Promissory note - originated in April 2022 64,680 73,204 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 64,053 239,858 $ 7,250 168 25 % Promissory note – originated in June 2022 - 149,011 $ 20,995 30 49 % Promissory note - originated in July 2022 48,569 54,557 $ 1,485.38 60 18 % Promissory note - originated in July 2022 76,514 94,878 $ 3,546.87 36 10 % Promissory note - originated in August 2022 22,710 26,538 $ 589.92 60 8 % Promissory note - originated in October 2022 1,193,612 635,745 $ 1,749.00 30 66 % Promissory note - originated in January 2023 5,160 - $ 237.03 36 25 % Promissory note - originated in March 2023 53,519 - $ 1,521.73 60 18 % Promissory note - originated in March 2023 13,495 - $ 559.25 36 17 % Promissory note - originated in April 2023 31,672 - $ 3,999.00 12 12 % Promissory note - originated in April 2023 40,400 - $ 3,918.03 12 6 % Promissory note - originated in May 2023 250,000 - 3 29 % 4,953,022 4,400,469 Less debt discount and debt issuance cost (1,079,509 ) (377,111 ) 3,873,513 4,023,358 Less current portion of promissory notes payable 2,267,658 918,785 Long-term promissory notes payable $ 1,605,855 $ 3,104,573 During the six months ended June 30, 2023 and 2022, we recognized interest expense of $ 630,192 113,693 479,946 625,621 During the six months ended June 30, 2023 and 2022, we issued promissory notes for a total of $ 1,599,772 1,840,518 1,182,344 654,065 1,047,218 1,957,492 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES DMB Note Collection Action On June 17, 2021, DMB Group, LLC (“ DMB Subsidiary Employment Related Claims We view most legal proceedings involving claims of former employees as routine litigation incidental to the business, and therefore not material. Litigation In the ordinary course of business, we are involved in a number of lawsuits incidental to our business, including litigation related to intellectual property, employees, and commercial matters. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on our consolidated financial condition or results of operations. However, an unforeseen unfavorable development in any of these cases could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows in the period in which it is recorded. |
CAPITAL STOCK AND REVERSE STOCK
CAPITAL STOCK AND REVERSE STOCK SPLIT | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK AND REVERSE STOCK SPLIT | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT Preferred Stock As of June 30, 2023, we are authorized to issue 337,500 0.001 150,000 80,000 Series A Preferred Stock As of June 30, 2023, we are authorized to issue 150,000 0.001 1,000 entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock As of June 30, 2023 and December 31, 2022, 149,892 Series B Preferred Stock As of June 30, 2023, we are authorized to issue 80,000 10.00 As of June 30, 2023 and December 31, 2022, 0 0 Common stock As of June 30, 2023, we are authorized to issue 500,000,000 0.001 During the six months ended June 30, 2023, we issued Common stock as follows: ● 10,807,823 shares issued for conversion of debt; ● 45,619,000 ● 321,428 As of June 30, 2023 and December 31, 2022, 59,363,988 2,615,737 Warrants A summary of activity during the six months ended June 30, 2023 follows: SCHEDULE OF WARRANT ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2022 159,974 $ 22.07 Granted - - Exercised - - Forfeited/canceled - - Outstanding, June 30, 2023 159,974 $ 22.07 During the six months ended June 30, 2023, 0 0 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Contractual life Weighted Average 6,250 2.45 $ 160.00 6,934 2.81 $ 120.00 15,666 3.07 $ 36.00 2,917 3.25 $ 36.00 32,837 3.04 $ 9.88 74,671 3.50 $ 7.44 20,699 3.86 $ 6.00 159,974 3.33 $ 22.07 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13: STOCK-BASED COMPENSATION Stock Options During the six months ended June 30, 2023, we granted options for the purchase of our Common stock to certain employees as consideration for services rendered. The terms of the stock option grants are determined by our Board of Directors consistent our 2019 Omnibus Stock Incentive Plan which the Board adopted May 16, 2019. Our stock options generally vest upon the one ten years The following summarizes the stock option activity for the six months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Balance as of December 31, 2022 865,983 $ 1.67 Grants 1,972,728 .07 Exercised - - Cancelled 644 67.40 Balance as of June 30, 2023 2,838,067 $ .57 The following summarizes certain information about stock options vested and expected to vest as of June 30, 2023: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Number of Weighted-Average Remaining Contractual Life Weighted- Average Outstanding 2,838,067 9.07 $ .78 Exercisable 477,112 8.29 $ 3.14 Expected to vest 2,838,067 9.07 $ .78 As of June 30, 2023 and December 31, 2022, there was $ 226,716 381,547 Restricted Stock Awards The following summarizes the restricted stock activity for the six months ended June 30, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2022 322,798 $ 225,639 Shares of restricted stock granted 2,550,000 180,000 Exercised - - Cancelled - - Balance as of June 30, 2023 2,872,798 $ 405,639 SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards June 30, December 31, Vested 322,798 1,370 Non-vested 2,550,000 321,428 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14: RELATED PARTY TRANSACTIONS Jason Remillard is our president and Chief Executive Officer and the sole director. Through his ownership of Series A Preferred Shares, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. Greg McCraw is our Chief Financial Officer own shares of the Company. During the six months ended June 30, 2023, the Company borrowed $ 19,700 from our CEO and $ 150,000 from our CFO. Our CEO paid operating expenses of $ 68,942 on behalf of the Company and the Company repaid $ 21,000 to our CEO. As of June 30, 2023 and December 31, 2022, we had due to related party transactions in the amounts of $ 320,486 112,062 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS The Company does not have any events subsequent to June 30, 2023 through August 14, 2023, the date the financial statements were issued for disclosure consideration, except for the following: ● On July 7, 2023, we issued 2,049,180 25,000 ● On July 6, 2023, we received funds as result of entering into a securities purchase agreement (“ Purchase Agreement #1 Investor #1 812,500.00 Investor #1 Notes Investor #1 Warrants 0.01 Common Stock 0.005 30.00 ● On July 24, 2023, we received funds as result of entering into a second securities purchase agreement (“ Purchase Agreement #2 Purchase Agreements Investor #2 Investors 718,750.00 Investor #2 Notes Notes Investor #2 Warrants Warrants 0.005 15.00 12 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada May 4, 1998 The Company delivers solutions and capabilities that businesses can use in conjunction with their use of established cloud vendors such as Microsoft® Azure, Google® Cloud Platform (GCP) and Amazon® Web Services (AWS), as well as with on-premises databases and database applications with virtualization platforms, such as those hosted or configured using VMWare®, Citrix® and Oracle® clouds/products). |
Advance Payment for Acquisition | Advance Payment for Acquisition On January 19, 2022, we entered into an Asset Purchase Agreement with Centurion Holdings I, LLC (“Centurion”) to acquire the intellectual property rights and certain assets collectively known as Centurion SmartShield Home and SmartShield Enterprise, patented technology that protects and recovers devices in the event of ransomware attacks. The total purchase price of $ 3,400,000 250,000 2,900,000 250,000 500,000 2,400,000 380,952 |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto and other pertinent information contained in our Form 10-K as filed with the SEC on February 24, 2023. The results of operations for the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023. |
Basis of Consolidation | Basis of Consolidation The accompanying unaudited consolidated financial statements as of June 30, 2023 include our accounts and those of our wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting in accordance with US GAAP. All inter company balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net earnings (loss) or and financial position. |
Accounts Receivable | Accounts Receivable Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for bad debt. For the three months ended June 30, 2023, and June 30, 2022, we recorded bad debt expense of $ 0 0 |
Stock-Based Compensation | Stock-Based Compensation Employees Nonemployees We recorded approximately $ 565,571 798,690 |
Contingencies | Contingencies We account for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the six months ended June 30, 2023 and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2023 2022 Six Months Ended June 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 2,838,067 1,029 Warrants 158,441 158,441 Total 152,888,508 150,051,470 |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity” (“Standard”). The Standard reduced the number of accounting models available for convertible debt instruments and convertible preferred stock. Pursuant to the Standard, convertible debt instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid in capital. The Standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Due to adoption of this Standard on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $ 439,857 To compute the transition adjustment for a convertible instrument under both the modified retrospective and full retrospective methods, entities need to recompute the basis of that instrument at transition (i.e., the beginning of year of adoption for the modified retrospective method or the beginning of earliest year presented for the full retrospective method) as if the conversion option had not been separated. The Company use the modified retrospective method to adjust. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE | For the six months ended June 30, 2023 and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2023 2022 Six Months Ended June 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 2,838,067 1,029 Warrants 158,441 158,441 Total 152,888,508 150,051,470 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT | The following table summarizes the components of our property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT June 30, December 31, 2023 2022 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,035,097 867,670 Property and equipment, gross 1,041,200 873,773 Accumulated depreciation (537,958 ) (446,742 ) Property and equipment, net of accumulated depreciation $ 503,242 $ 427,031 |
INTELLECTUAL PROPERTY (Tables)
INTELLECTUAL PROPERTY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTELLECTUAL PROPERTY | The following table summarizes the components of our intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY June 30, December 31, Intellectual property: WordPress® GDPR rights $ 46,800 $ 46,800 ARALOC® 1,850,000 1,850,000 ArcMail® 1,445,000 1,445,000 DataExpress® 1,388,051 1,388,051 FileFacets ® 135,000 135,000 IntellyWP™ 60,000 60,000 Resilient Network Systems 305,000 305,000 Intellectual property 5,229,851 5,229,851 Accumulated amortization (5,024,854 ) (4,775,520 ) Intellectual property, net of accumulated amortization $ 204,997 $ 454,331 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Based on the carrying value of definite-lived intangible assets as of June 30, 2023, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Expense Year ended December 31, 2023 (excluding the six months ended June 30, 2023) $ 162,247 2024 27,000 2025 15,750 Thereafter - Total $ 204,997 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The following table summarizes the components of our accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2023 2022 Accounts payable $ 1,370,015 $ 427,553 Credit cards 72,374 50,302 Accrued liabilities 778,611 554,076 Balance, end of year $ 2,221,000 $ 1,031,931 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SUMMARY OF CHANGES IN DEFERRED REVENUE | For the six months ended June 30, 2023 and as of December 31, 2022, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE June 30, December 31, 2023 2022 Balance, beginning of period $ 2,493,151 $ 1,608,596 Deferral of revenue 1,186,955 3,511,678 Recognition of deferred revenue (1,350,486 ) (2,627,123 ) Balance, end of period $ 2,329,620 $ 2,493,151 |
SUMMARY OF DEFERRED REVENUE | As of June 30, 2023 and December 31, 2022, deferred revenue is classified as follows: SUMMARY OF DEFERRED REVENUE June 30, December 31, 2023 2022 Current $ 1,814,620 $ 1,704,249 Non-current 515,000 788,902 Balance, end of year $ 2,329,620 $ 2,493,151 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | At June 30, 2023, future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2023 (excluding the six months ended June 30, 2023) 242,379 2024 121,406 Thereafter - Total lease payment 363,785 Less: Imputed interest (24,967 ) Operating lease liabilities 338,818 Operating lease liability - current 338,818 Operating lease liability - non-current $ - |
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE | The following summarizes other supplemental information about our operating leases as of June 30, 2023: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) .70 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, December 31, 2023 2022 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 414,690 600,400 Convertible Notes - Issued in fiscal year 2022 1,891,083 3,710,440 Convertible Notes - Issued in fiscal year 2023 534,454 - Convertible notes payable, Gross 2,938,173 4,408,786 Less debt discount and debt issuance cost (119,056 ) (176,685 ) Convertible notes payable 2,819,117 4,232,101 Less current portion of convertible notes payable 2,721,171 4,134,155 Long-term convertible notes payable $ 97,946 $ 97,946 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS | The inputs used to calculate the derivative values are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Six months ended Year ended June 30, December 31, 2023 2022 Expected term - - * Expected average volatility - % 280 % Expected dividend yield - - Risk-free interest rate - % 3.65 % * There is no excepted term on the convertible notes. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE June 30, December 31, Interest 2023 2022 Maturity Rate Economic Injury Disaster Loan - originated in May 2020 (1, 2) $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 7,568 20,182 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 7,551 16,047 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 11,268 22,243 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 (3) 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (4) 866,666 866,666 1 12 % Promissory note - originated in July 2021 (4) 352,500 352,500 1 12 % Promissory note - originated in September 2021 37,712 43,667 $ 1,383.56 60 28 % Promissory note - originated in April 2022 64,680 73,204 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 64,053 239,858 $ 7,250 168 25 % Promissory note – originated in June 2022 - 149,011 $ 20,995 30 49 % Promissory note - originated in July 2022 48,569 54,557 $ 1,485.38 60 18 % Promissory note - originated in July 2022 76,514 94,878 $ 3,546.87 36 10 % Promissory note - originated in August 2022 22,710 26,538 $ 589.92 60 8 % Promissory note - originated in October 2022 1,193,612 635,745 $ 1,749.00 30 66 % Promissory note - originated in January 2023 5,160 - $ 237.03 36 25 % Promissory note - originated in March 2023 53,519 - $ 1,521.73 60 18 % Promissory note - originated in March 2023 13,495 - $ 559.25 36 17 % Promissory note - originated in April 2023 31,672 - $ 3,999.00 12 12 % Promissory note - originated in April 2023 40,400 - $ 3,918.03 12 6 % Promissory note - originated in May 2023 250,000 - 3 29 % 4,953,022 4,400,469 Less debt discount and debt issuance cost (1,079,509 ) (377,111 ) 3,873,513 4,023,358 Less current portion of promissory notes payable 2,267,658 918,785 Long-term promissory notes payable $ 1,605,855 $ 3,104,573 |
CAPITAL STOCK AND REVERSE STO_2
CAPITAL STOCK AND REVERSE STOCK SPLIT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITY | A summary of activity during the six months ended June 30, 2023 follows: SCHEDULE OF WARRANT ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2022 159,974 $ 22.07 Granted - - Exercised - - Forfeited/canceled - - Outstanding, June 30, 2023 159,974 $ 22.07 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Contractual life Weighted Average 6,250 2.45 $ 160.00 6,934 2.81 $ 120.00 15,666 3.07 $ 36.00 2,917 3.25 $ 36.00 32,837 3.04 $ 9.88 74,671 3.50 $ 7.44 20,699 3.86 $ 6.00 159,974 3.33 $ 22.07 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes the stock option activity for the six months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Balance as of December 31, 2022 865,983 $ 1.67 Grants 1,972,728 .07 Exercised - - Cancelled 644 67.40 Balance as of June 30, 2023 2,838,067 $ .57 |
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST | The following summarizes certain information about stock options vested and expected to vest as of June 30, 2023: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Number of Weighted-Average Remaining Contractual Life Weighted- Average Outstanding 2,838,067 9.07 $ .78 Exercisable 477,112 8.29 $ 3.14 Expected to vest 2,838,067 9.07 $ .78 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following summarizes the restricted stock activity for the six months ended June 30, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2022 322,798 $ 225,639 Shares of restricted stock granted 2,550,000 180,000 Exercised - - Cancelled - - Balance as of June 30, 2023 2,872,798 $ 405,639 |
SCHEDULE OF RESTRICTED STOCK AWARD | SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards June 30, December 31, Vested 322,798 1,370 Non-vested 2,550,000 321,428 |
SCHEDULE OF ANTI-DILUTIVE BASIC
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Total | 152,888,508 | 150,051,470 |
Series A Preferred Stock [Member] | ||
Total | 149,892,000 | 149,892,000 |
Stock Options [Member] | ||
Total | 2,838,067 | 1,029 |
Warrant [Member] | ||
Total | 158,441 | 158,441 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 19, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 20, 2022 | Jan. 02, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Entity state of incorporation | NV | |||||||
Entity date of incorporation | May 04, 1998 | |||||||
Payments to acquire businesses, gross | $ 250,000 | |||||||
Notes payable | $ 3,873,513 | $ 3,873,513 | $ 4,023,358 | |||||
Common stock shares issued | 59,363,988 | 59,363,988 | 2,615,737 | |||||
Bad debt expense | $ 0 | $ 0 | ||||||
Gain on share-based compensation expense | $ 565,571 | $ 798,690 | ||||||
Cumulative effect adjustment on retained earnings | $ 439,857 | |||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business combination, consideration transferred | $ 3,400,000 | |||||||
Payments to acquire businesses, gross | 250,000 | |||||||
Payment for contingent consideration liability, investing activities | 250,000 | |||||||
Outstanding cash | 500,000 | |||||||
Repayments of obligation related to equivalent | 2,400,000 | |||||||
Common stock shares issued | 380,952 | |||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | Promissory Note [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Notes payable | $ 2,900,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ (89,540) | $ 2,446,212 | $ 648,353 | $ 4,279,531 | |
[custom:WorkingCapital-0] | 10,008,138 | 10,008,138 | |||
Retained Earnings (Accumulated Deficit) | $ 52,060,481 | $ 52,060,481 | $ 51,412,128 |
SUMMARY OF COMPONENTS OF PROPER
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,041,200 | $ 873,773 |
Accumulated depreciation | (537,958) | (446,742) |
Property and equipment, net of accumulated depreciation | 503,242 | 427,031 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,103 | 6,103 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,035,097 | $ 867,670 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Property and equipment acquired | $ 167,427 | $ 96,960 |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 91,216 | $ 80,170 |
SCHEDULE OF INTELLECTUAL PROPER
SCHEDULE OF INTELLECTUAL PROPERTY (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | $ 5,229,851 | $ 5,229,851 |
Accumulated amortization | (5,024,854) | (4,775,520) |
Intellectual property, net of accumulated amortization | 204,997 | 454,331 |
Wordpress GDPR Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 46,800 | 46,800 |
A R A L O C [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 1,850,000 | 1,850,000 |
Arc Mail License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 1,445,000 | 1,445,000 |
Data Express [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 1,388,051 | 1,388,051 |
File Facets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 135,000 | 135,000 |
Intelly W P [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 60,000 | 60,000 |
Resilient Network Systems [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | $ 305,000 | $ 305,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (excluding the six months ended June 30, 2023) | $ 162,247 |
2024 | 27,000 |
2025 | 15,750 |
Thereafter | |
Total | $ 204,997 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 249,334 | $ 460,544 |
SUMMARY OF ACCOUNTS PAYABLE AND
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,370,015 | $ 427,553 |
Credit cards | 72,374 | 50,302 |
Accrued liabilities | 778,611 | 554,076 |
Balance, end of year | $ 2,221,000 | $ 1,031,931 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Balance, beginning of period | $ 2,493,151 | $ 1,608,596 |
Deferral of revenue | 1,186,955 | 3,511,678 |
Recognition of deferred revenue | (1,350,486) | (2,627,123) |
Balance, end of period | $ 2,329,620 | $ 2,493,151 |
SUMMARY OF DEFERRED REVENUE (De
SUMMARY OF DEFERRED REVENUE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Current | $ 1,814,620 | $ 1,704,249 |
Non-current | 515,000 | 788,902 |
Balance, end of year | $ 2,329,620 | $ 2,493,151 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (excluding the six months ended June 30, 2023) | $ 242,379 | |
2024 | 121,406 | |
Thereafter | ||
Total lease payment | 363,785 | |
Less: Imputed interest | (24,967) | |
Operating lease liabilities | 338,818 | |
Operating lease liability - current | 338,818 | $ 213,831 |
Operating lease liability - non-current | $ 354,631 |
SCHEDULE OF OTHER SUPPLEMENTAL
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE (Details) | Jun. 30, 2023 |
Leases | |
Weighted average discount rate | 8% |
Weighted average remaining lease term (years) | 8 months 12 days |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases | |||
Lessee, operating lease, description | We have two noncancelable operating leases for office facilities, one that we entered into January 2019 and that expires January 10, 2024 | ||
Lease expense | $ 146,994 | $ 83,339 | |
Security deposit | 33,467 | $ 33,467 | |
Finance leases | $ 10,341 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less debt discount and debt issuance cost | $ (1,079,509) | $ (377,111) |
Convertible notes payable | 2,819,117 | 4,232,101 |
Less current portion of convertible notes payable | 2,721,171 | 4,134,155 |
Long-term convertible notes payable | 97,946 | 97,946 |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 2,938,173 | 4,408,786 |
Less debt discount and debt issuance cost | (119,056) | (176,685) |
Convertible Notes Payable [Member] | Issued In Fiscal Year Two Thousand And Twenty [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 97,946 | 97,946 |
Convertible Notes Payable [Member] | Issued In Fiscal Year Two Thousand And Twenty One [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 414,690 | 600,400 |
Convertible Notes Payable [Member] | Issued In Fiscal Year Two Thousand And Twenty Two [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 1,891,083 | 3,710,440 |
Convertible Notes Payable [Member] | Issued In Fiscal Year Two Thousand And Twenty Three [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | $ 534,454 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2022 | Jan. 01, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Addition to convertible note payable | $ 2,819,117 | $ 2,819,117 | $ 4,232,101 | ||||||
Cash proceeds | 564,070 | $ 1,207,800 | |||||||
Debt instrument interest rate | 16% | ||||||||
Interest payable current | 616,593 | 616,593 | 478,712 | ||||||
Fair value of common stock value | $ 102,603 | $ 1,512 | $ 332,592 | 29,325 | |||||
Number of warrants issued | 0 | 0 | |||||||
Warrants exercised term | 3 years 3 months 29 days | 3 years 3 months 29 days | |||||||
Gain on settlement of debt | $ 4,904,081 | $ 4,904,081 | |||||||
Accumulated deficit cumulative effective adjustment | (52,060,481) | (52,060,481) | (51,412,128) | ||||||
Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Addition to convertible note payable | $ 517,500 | ||||||||
Accumulated deficit cumulative effective adjustment | $ 439,857 | ||||||||
Note Exchange Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt carry value | 5,398,299 | $ 5,398,299 | |||||||
Description of related party payments | The New Note matures on June 1, 2024, and calls for payments of (i) $115,000 on or prior to July 25, 2023, (ii) nine monthly payments to the noteholder in the amount of $38,889 each, with the first payment beginning September 1, 2023 and (iii) $200,000 on the earlier of (a) three business days following the Company’s successful listing on any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange or (b) the receipt of not less than $4,000,000 in funding from a single transaction. If the conditions for payment of the above $200,000 are not met, but the Company raises capital in excess of $500,000 in a single closing, then 25% of any capital raised in such closing shall be used to satisfy the $200,000 payment | ||||||||
Note Exchange Agreement [Member] | Westland Properties L L C [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt carry value | 665,000 | $ 665,000 | |||||||
Convertible Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | 3,964,556 | 346,348 | 374,938 | ||||||
Amortization of debt discount | 145,837 | $ 625,783 | 636,010 | ||||||
Shares issued in conjunction with convertible notes | $ 332,592 | ||||||||
Shares issued | 10,807,823 | ||||||||
Debt carry value | 2,938,173 | $ 2,938,173 | 4,408,786 | ||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Addition to convertible note payable | $ 100,000 | ||||||||
Debt instrument term | 60 months | ||||||||
Annual interest rate | 5% | ||||||||
Conversion price | $ 0.01 | ||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible outstanding amount issued | $ 1,696,999 | ||||||||
Cash proceeds | 1,482,000 | ||||||||
Financing fee | 117,858 | $ 214,999 | |||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates. | ||||||||
Debt conversion, description | Conversion price based on a formula corresponding to a discount (39% discount) off the average closing price or lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received | ||||||||
Debt instrument face amount | 414,690 | 414,690 | |||||||
Interest payable current | $ 39,822 | 39,822 | |||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 90 days | ||||||||
Annual interest rate | 5% | ||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 12 months | ||||||||
Annual interest rate | 12% | ||||||||
2021 Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Number of convertible securities issued | 1,414 | ||||||||
Fair value of common stock value | $ 133,663 | ||||||||
Number of warrants issued | 117,992 | ||||||||
Warrants exercised term | 5 years | ||||||||
Debt principal amount paid | 38,490 | ||||||||
Debt interest amount paid | 39,822 | ||||||||
2021 Convertible Notes [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Exercise price for warrants | $ 7.44 | ||||||||
2021 Convertible Notes [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Exercise price for warrants | $ 36 | ||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares issued in conjunction with convertible notes | $ 473,691 | ||||||||
Shares issued | 554,464 | ||||||||
Cash proceeds | $ 520,000 | $ 1,857,800 | |||||||
Financing fee | $ 262,775 | ||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | Convertible at the option of the holders after varying dates | |||||||
Debt conversion, description | Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2023 Convertible Notes establishes a fixed conversion price of $.50 per share | Conversion price based on a formula corresponding to a discount (20% or 39% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2022 Convertible Notes establishes a fixed conversion price of $4.50 per share | |||||||
Convertible promissory notes | $ 637,858 | $ 2,120,575 | |||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 9 months | 3 months | |||||||
Annual interest rate | 9% | 9% | 9% | ||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 12 months | 12 months | |||||||
Annual interest rate | 20% | 20% | 20% |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS (Details) | Jun. 30, 2023 | Dec. 31, 2022 Number | |
Measurement Input, Expected Term [Member] | Fair Value, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | [1] | ||
Measurement Input, Price Volatility [Member] | Fair Value, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 2.80 | ||
Measurement Input, Expected Dividend Rate [Member] | Fair Value, Recurring [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | |||
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.0365 | ||
[1]There is no excepted term on the convertible notes. |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liabilities | $ 0 | $ 0 | |||
[custom:FairValueOfDerivativeLiability] | $ 57,883 | ||||
Derivative, Gain (Loss) on Derivative, Net | 57,883 | $ (57,883) | |||
Change in fair value of derivative liability | $ (57,883) | $ 57,883 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 4,953,022 | $ 4,400,469 |
Less debt discount and debt issuance cost | (1,079,509) | (377,111) |
Promissory notes payable | 3,873,513 | 4,023,358 |
Less current portion of Promissory notes payable | 2,267,658 | 918,785 |
Long-term Promissory notes payable | 1,605,855 | 3,104,573 |
Economic Injury Disaster Loan - Originated In May 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 500,000 | 500,000 |
Expected term | 30 years | |
Interest rate | 3.75% | |
Promissory Note - Originated In September 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 7,568 | 20,182 |
Expected term | 36 months | |
Interest rate | 14% | |
Periodic payment | $ 2,873.89 | |
Promissory Note - Originated In December 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 7,551 | 16,047 |
Expected term | 36 months | |
Interest rate | 8% | |
Periodic payment | $ 1,854.41 | |
Promissory Note - Originated In January 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 11,268 | 22,243 |
Expected term | 36 months | |
Periodic payment | $ 2,675.89 | |
Promissory Note - Originated In February 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 1,305,373 | 1,305,373 |
Expected term | 5 years | |
Interest rate | 4% | |
Promissory Note Originated In April 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 866,666 | 866,666 |
Expected term | 1 year | |
Interest rate | 12% | |
Promissory Note Originated In July 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 352,500 | 352,500 |
Expected term | 1 year | |
Interest rate | 12% | |
Promissory Note Originated In September 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 37,712 | 43,667 |
Expected term | 60 months | |
Interest rate | 28% | |
Periodic payment | $ 1,383.56 | |
Promissory Note Originated In April 2022 One [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 64,680 | 73,204 |
Expected term | 36 months | |
Interest rate | 16% | |
Periodic payment | $ 1,695.41 | |
Promissory Note Originated in April 2022 Two [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 64,053 | 239,858 |
Expected term | 168 days | |
Interest rate | 25% | |
Periodic payment | $ 7,250 | |
Promissory Note Originated In June 2022 One [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | 149,011 | |
Expected term | 210 days | |
Interest rate | 49% | |
Periodic payment | $ 20,995 | |
Promissory Note Originated in July 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 48,569 | 54,557 |
Expected term | 60 months | |
Interest rate | 18% | |
Periodic payment | $ 1,485.38 | |
Promissory Note Originated In July 2022 Two [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 76,514 | 94,878 |
Expected term | 36 months | |
Interest rate | 10% | |
Periodic payment | $ 3,546.87 | |
Promissory Note Originated In August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 22,710 | 26,538 |
Expected term | 60 months | |
Interest rate | 8% | |
Periodic payment | $ 589.92 | |
Promissory Note Originated In October 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 1,193,612 | 635,745 |
Expected term | 30 days | |
Interest rate | 66% | |
Periodic payment | $ 1,749 | |
Promissory Note Originated In January 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 5,160 | |
Expected term | 36 months | |
Interest rate | 25% | |
Periodic payment | $ 237.03 | |
Promissory Note Originated In March 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 53,519 | |
Expected term | 60 months | |
Interest rate | 18% | |
Periodic payment | $ 1,521.73 | |
Promissory Note Originated In March 2023 Two [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 13,495 | |
Expected term | 36 months | |
Interest rate | 17% | |
Periodic payment | $ 559.25 | |
Promissory Note Originated In April 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 31,672 | |
Expected term | 12 months | |
Interest rate | 12% | |
Periodic payment | $ 3,999 | |
Promissory Note Originated In April 2023 Two [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 40,400 | |
Expected term | 12 months | |
Interest rate | 6% | |
Periodic payment | $ 3,918.03 | |
Promissory Note Originated In May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 250,000 | |
Expected term | 3 months | |
Interest rate | 29% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Interest expense | $ 630,192 | $ 113,693 |
Amortization of debt discount, included in interest expense | 479,946 | 625,621 |
Notes Payable, Other Payables [Member] | ||
Short-Term Debt [Line Items] | ||
Proceeds from notes payables | 1,599,772 | 1,840,518 |
Debt discount | 1,182,344 | 654,065 |
Repayment of notes payable | $ 1,047,218 | $ 1,957,492 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Warrants Outstanding Beginning balance, Shares | shares | 159,974 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ / shares | $ 22.07 |
Warrants Granted, Shares | shares | |
Warrants Granted, Weighted Average Exercise Price | $ / shares | |
Warrants Exercised, Shares | shares | |
Warrants Exercised, Weighted Average Exercise Price | $ / shares | |
Warrants Forfeited/canceled, Shares | shares | |
Warrants Forfeited/canceled, Weighted Average Exercise Price | $ / shares | |
Warrants Outstanding Ending balance, Shares | shares | 159,974 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ / shares | $ 22.07 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) | Jun. 30, 2023 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 159,974 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 3 months 29 days |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 22.07 |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 6,250 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 5 months 12 days |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 160 |
Warrant Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 6,934 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 9 months 21 days |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 120 |
Warrant Three [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 15,666 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 25 days |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 36 |
Warrant Four [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 2,917 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 3 months |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 36 |
Warrant Five [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 32,837 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 14 days |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 9.88 |
Warrant Six [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 74,671 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 6 months |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 7.44 |
Warrant Seven [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares,Warrants Outstanding | shares | 20,699 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 10 months 9 days |
Weighted Average Exercise Price, Warrants Outstanding | $ / shares | $ 6 |
CAPITAL STOCK AND REVERSE STO_3
CAPITAL STOCK AND REVERSE STOCK SPLIT (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 337,500 | 337,500 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 59,363,988 | 59,363,988 | 2,615,737 | ||
Common stock, shares outstanding | 59,363,988 | 59,363,988 | 2,615,737 | ||
Warrants exercised with cashless | |||||
Common stock issued | 0 | 0 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,676,796 | 151,200 | 10,807,823 | 165,273 | |
Stock issued for adjustment to investors | 45,619,000 | 45,619,000 | |||
Stock-based compensation | 321,428 | 321,428 | |||
Common stock, shares issued | 59,363,988 | 59,363,988 | 2,615,737 | ||
Common stock, shares outstanding | 59,363,988 | 59,363,988 | 2,615,737 | ||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Shares issued as loan fee | 1,000 | ||||
Preferred stock, voting rights | entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock | ||||
Preferred stock, shares issued | 149,892 | 149,892 | 149,892 | ||
Preferred stock, shares outstanding | 149,892 | 149,892 | 149,892 | ||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 80,000 | 80,000 | 80,000 | ||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Preferred stock, description | As of June 30, 2023, we are authorized to issue 80,000 of Series A Preferred stock with par value of $10.00. Each share of Series B (i) is convertible into Common stock at a price per share equal to sixty one percent (61%) of the lowest price for our Common stock during the twenty (20) days of trading preceding the date of the conversion; (ii) earns dividends at the rate of nine percent (9%) per annum; and, (iii) has no voting rights |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees Consultants and Advisors [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 865,983 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 1.67 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 1,972,728 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.07 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | shares | 644 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 67.40 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 2,838,067 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.57 |
SCHEDULE OF STOCK OPTIONS VESTE
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of Options, Outstanding | shares | 2,838,067 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 25 days |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 0.78 |
Number of Options, Exercisable | shares | 477,112 |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 3 months 14 days |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 3.14 |
Number of Options, Expected to vest | shares | 2,838,067 |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 25 days |
Weighted-Average Exercise Price, Expected to vest | $ / shares | $ 0.78 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Restricted Stock, Balance Beginning | shares | 322,798 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ / shares | $ 225,639 |
Number of Restricted Stock, Shares of restricted stock granted | shares | 2,550,000 |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | $ / shares | $ 180,000 |
Number of Restricted Stock, Exercised | shares | |
Weighted-Average Fair Value of Restricted Stock, Exercised | $ / shares | |
Number of Restricted Stock, Cancelled | shares | |
Weighted-Average Fair Value of Restricted Stock, Cancelled | $ / shares | |
Number of Restricted Stock, Balance Ending | shares | 2,872,798 |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ / shares | $ 405,639 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD (Details) - Restricted Stock [Member] - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Awards, Vested | 322,798 | 1,370 |
Number of Restricted Stock Awards, Non-vested | 2,550,000 | 321,428 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - Stock Options [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Vesting term | one | |
Unrecognized compensation cost | $ 226,716 | $ 381,547 |
Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Share-based compensation, expiration term | 10 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Operating Expenses | $ 1,699,878 | $ 2,175,855 | $ 3,132,861 | $ 3,269,812 | |
Due to related party | $ 320,486 | 320,486 | $ 112,062 | ||
Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Proceeds from Loans | 19,700 | ||||
Operating Expenses | 68,942 | ||||
Repayments of Debt | 21,000 | ||||
Chief Financial Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Proceeds from Loans | $ 150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 07, 2023 | Jul. 06, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Notes payable | $ 3,873,513 | $ 4,023,358 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Subsequent Event [Member] | Purchase Agreement [Member] | Investor One [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt face amount | $ 812,500 | |||
Common stock par value | $ 0.01 | |||
Debt conversion price per shares | $ 0.005 | |||
Debt interest rate | 30% | |||
Subsequent Event [Member] | Purchase Agreement [Member] | Investor Two [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt face amount | $ 718,750 | |||
Debt conversion price per shares | $ 0.005 | |||
Debt interest rate | 12% | |||
Issuance of notes percentage | 15% | |||
Root Ventures LLC [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of common shares issued | 2,049,180 | |||
Notes payable | $ 25,000 |