Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Drive | ||
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 | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,594,117 | ||
Entity Common Stock, Shares Outstanding | 286,343 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 6706 | ||
Auditor Name | TPS Thayer, LLC | ||
Auditor Location | Sugar Land, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash | $ 84,570 | $ 1,712 | |
Accounts receivable, net | 309,768 | 31,978 | |
Prepaid expense and other current assets | 29,467 | 91,204 | |
Total current assets | 423,805 | 124,894 | |
Property and equipment, net | 409,525 | 427,031 | |
Operating lease right-of-use assets, net | 322,616 | 405,148 | |
Advance payment for acquisition | 2,726,188 | 2,726,188 | |
Intellectual property, net of accumulated amortization | 3,525,816 | 454,331 | |
Deposits | 45,673 | 45,673 | |
Total Assets | 7,453,623 | 4,183,265 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 3,360,469 | 1,031,931 | |
Deferred revenue | 1,627,572 | 1,704,249 | |
Interest payable | 1,352,227 | 478,712 | |
Notes payable, net of unamortized discount | 3,704,326 | 918,785 | |
Convertible notes payable, net of unamortized discount | 3,047,388 | 4,134,155 | |
Operating lease liability | 357,656 | 213,831 | |
Finance lease liability | 10,341 | 10,341 | |
Total Current Liabilities | 13,801,416 | 8,604,066 | |
Series B Preferred Stock, 80,000 shares designated; $0.001 par value; Stated value $10.00, 0 and 29,750 shares issued and outstanding, net of discount, respectively | |||
Notes payable, net of unamortized discount - non-current | 1,355,132 | 3,104,573 | |
Convertible notes payable, net of unamortized discount - non-current | 97,946 | 97,946 | |
Deferred revenues - non-current | 195,997 | 788,902 | |
Operating lease liability - non-current | 354,631 | ||
Total Liabilities | 15,450,491 | 12,950,118 | |
Commitments and Contingencies | |||
Stockholders’ Deficit | |||
Preferred stock: 337,500 authorized; $0.001 par value Series A Preferred Stock, 150,000 shares designated; $0.001 par value; 149,892 and 149,892 shares issued and outstanding, respectively | 150 | 150 | |
Common stock: 500,000,000 authorized; $0.001 par value; 272,874 and 4,360 shares issued and outstanding, respectively | [1] | 61,564 | 2,611 |
Additional paid in capital | 47,598,254 | 42,642,514 | |
Accumulated deficit | (55,656,836) | (51,412,128) | |
Total Stockholders’ Deficit | [2] | (7,996,868) | (8,766,853) |
Total Liabilities and Stockholders’ Deficit | 7,453,623 | 4,183,265 | |
Related Party [Member] | |||
Current Liabilities | |||
Due to a related party | $ 341,437 | $ 112,062 | |
[1]Reflects retrospectively the 1-for-600 1-for-600 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 272,874 | 4,360 |
Reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |
Series B Preferred Stock [Member] | ||
Temporary equity,share authorized | 80,000 | 80,000 |
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, per share | $ 10 | $ 10 |
Temporary equity, shares issued | 0 | 29,750 |
Temporary equity, shares outstanding | 0 | 29,750 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 5,578,942 | $ 2,627,123 | |
Cost of revenue | 1,726,187 | 518,843 | |
Gross profit | 3,852,755 | 2,108,280 | |
Operating expenses | |||
General and administrative | 6,149,243 | 5,552,936 | |
Sales and marketing | 487,971 | 231,472 | |
Total operating expenses | 6,637,214 | 5,784,408 | |
Net loss from operations | (2,784,459) | (3,676,128) | |
Other income (expense) | |||
Interest expense | (6,417,407) | (5,979,456) | |
Other Income | 43,977 | ||
Gain (loss) on settlement of debt | 4,913,181 | ||
Change in fair value of derivative liability | (57,883) | ||
Total other expense | (1,460,249) | (6,037,339) | |
Loss before income taxes | (4,244,708) | (9,713,467) | |
Provision for income taxes | |||
Net loss | (4,244,708) | (9,713,467) | |
Dividend on Series B Preferred Stock | (104,631) | ||
Net loss attributable to common stockholders | $ (4,244,708) | $ (9,818,098) | |
Basic loss per Common Share | $ (15.56) | $ (2,752.48) | |
Diluted loss per Common Share | $ (15.56) | $ (2,752.48) | |
Basic weighted average number of common shares outstanding | [1] | 272,874 | 3,567 |
Diluted weighted average number of common shares outstanding | [1] | 272,874 | 3,567 |
[1]Reflects retrospectively the 1-for-600 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - 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 | [1] | $ 150 | $ 122 | $ 37,810,380 | $ (42,033,887) | $ (4,223,235) |
Balance, shares at Dec. 31, 2021 | [1] | 150,000 | 203 | |||
Cumulative-effect adjustment from adoption of ASU 2020-06 | (517,500) | 439,857 | (77,643) | |||
Common stock issued for acquisition of Centurion assets | $ 380 | 2,475,808 | 2,476,188 | |||
Common stock issued for acquisition of Centurion assets, shares | 636 | |||||
Subscription for share issuance ⁽ⁱ⁾ | [1] | $ 931 | 930,069 | 931,000 | ||
Subscription for share issuance, shares | [1] | 1,552 | ||||
Common stock issued for conversion of preferred stock ⁽ⁱ⁾ | [1] | $ 108 | (108) | |||
Common stock issued for conversion of preferred stock, shares | [1] | (108) | 180 | |||
Common Stock issued for conversion of debt ⁽ⁱ⁾ | [1] | $ 995 | 652,801 | 653,796 | ||
Common stock issued for conversion of debt, shares | [1] | 1,665 | ||||
Common stock issued in conjunction with convertible notes | $ 18 | 140,919 | 140,937 | |||
Common stock issued in conjunction with convertible notes, shares | 30 | |||||
Common stock issued for exercised cashless warrants ⁽ⁱ⁾ | [1] | $ 7 | (7) | |||
Common stock issued for exercised cashless warrants, shares | [1] | 11 | ||||
Common stock issued for service ⁽ⁱ⁾ | [1] | $ 50 | 164,970 | 165,020 | ||
Common stock issued for service, shares | [1] | 83 | ||||
Resolution of derivative liability upon exercise of warrants | 57,883 | 57,883 | ||||
Warrant issued in conjunction with debts ⁽ⁱ⁾ | 47,628 | 47,628 | ||||
Stock-based compensation | 879,671 | 879,671 | ||||
Net loss | (9,818,098) | (9,818,098) | ||||
Balance at Dec. 31, 2022 | [1] | $ 150 | $ 2,611 | 42,642,514 | (51,412,128) | (8,766,853) |
Balance, shares at Dec. 31, 2022 | [1] | 149,892 | 4,360 | |||
Common Stock issued for conversion of debt ⁽ⁱ⁾ | [1] | $ 12,857 | 344,735 | 357,592 | ||
Common stock issued for conversion of debt, shares | [1] | 21,428 | ||||
Warrant issued in conjunction with debts ⁽ⁱ⁾ | [1] | 1,682,499 | 1,682,499 | |||
Net loss | (4,244,708) | (4,244,708) | ||||
Common Stock issued for acquisition of Cyren Assets ⁽ⁱ⁾ | [1] | $ 165 | 1,999,835 | 2,000,000 | ||
Common Stock issued for acquisition of Cyren Assets, shares | [1] | 165,290 | ||||
Common Stock issued for adjustment to investors in private placement ⁽ⁱ⁾ | [1] | $ 45,619 | (45,619) | |||
Common Stock issued for adjustment to investors in private placement, shares | [1] | 77,010 | ||||
Stock-based compensation ⁽ⁱ⁾ | [1] | $ 312 | 974,290 | 974,602 | ||
Stock-based compensation, shares | [1] | 4,786 | ||||
Balance at Dec. 31, 2023 | [1] | $ 150 | $ 61,564 | $ 47,598,254 | $ (55,656,836) | $ (7,996,868) |
Balance, shares at Dec. 31, 2023 | [1] | 149,892 | 272,874 | |||
[1]Reflects retrospectively the 1-for-600 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) | 12 Months Ended | |||
Sep. 20, 2023 | Mar. 07, 2022 | Jul. 01, 2021 | Dec. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Reverse stock splits | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,244,708) | $ (9,713,467) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | 57,883 | |
(Gain) loss on settlement of debt | (4,904,081) | |
Stock-based compensation expense | 974,602 | 1,044,680 |
Depreciation and amortization | 631,544 | 987,991 |
Amortization of debt discount | 1,858,655 | 2,321,011 |
Lease liability amortization | (128,274) | 99,634 |
Changes in operating assets and liabilities | ||
Accounts receivable | (277,790) | (10,409) |
Prepaid expenses and other current assets | 61,737 | (20,402) |
Accounts payable and accrued liabilities | 2,328,538 | 916,254 |
Deferred revenue | (669,582) | 884,555 |
Interest payable | 5,151,460 | 2,193,853 |
Deposit | (14,233) | |
Net Cash provided by (used in) Operating Activities | 782,101 | (1,252,650) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advance payment for acquisition | (1,500,000) | (250,000) |
Purchase of property and equipment | (185,523) | (311,128) |
Net Cash used in Investing Activities | (1,685,523) | (561,128) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes payable | 1,067,631 | 2,027,570 |
Repayment of convertible notes payable | (438,059) | (771,718) |
Proceeds from issuance of common stock | 931,000 | |
Proceeds from issuance of Series B Preferred Stock | 75,000 | |
Redemption of Series B Preferred Stock | (487,730) | |
Finance lease payments | (78,268) | |
Proceeds from issuance of notes payable | 1,689,868 | 3,458,247 |
Repayment of notes payable | (1,562,535) | (4,408,240) |
Proceeds from related parties | 422,935 | 299,280 |
Repayment to related parties | (193,560) | (434,584) |
Net Cash provided by Financing Activities | 986,280 | 610,557 |
Net change in cash | 82,858 | (1,203,221) |
Cash, beginning of period | 1,712 | 1,204,933 |
Cash, end of period | 84,750 | 1,712 |
Supplemental cash flow information | ||
Cash paid for interest | 701,427 | 5,979,456 |
Cash paid for taxes | ||
Non-cash transactions: | ||
Common stock issued for acquisition of subsidiary | 2,000,000 | 2,476,188 |
Common stock issued for exercised cashless warrant | 7 | |
Gain on settlement of debt | 4,904,081 | |
Settlement of convertible notes payable through issuance of common stock | 357,592 | 653,796 |
Common stock issued in conjunction with convertible note | 140,937 | |
Warrant issued in conjunction with debts | 1,682,499 | 47,628 |
Dividend Series B preferred stock | 104,631 | |
Resolution of derivative liability upon exercise of warrant | 57,883 | |
Cumulative-effect adjustment from adoption of ASU 2020-06 | $ 77,643 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BUSINESS DESCRIPTION | NOTE 1: BUSINESS DESCRIPTION Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada May 4, 1998 We deliver 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 Reverse Stock Splits Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2023 and 2022 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. All intercompany accounts and activities have been eliminated upon consolidation. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position. Revenue Recognition The Company derives revenue primarily from contracts for subscription to access our SaaS platforms and, to a much lesser degree, ancillary services provided in connection with subscription services. The Company’s contracts include the performance obligations that require us to provide access to the platforms, usually on an annual subscription. The Company’s contracts are for subscriptions to our data classification, movement, governance, encryption, access control and distribution software and related services. We also perform professional services consulting with specific deliverables managed primarily by statements of work. Customers typically enter into our services subscription and various statements of work concurrently. Most of the Company’s performance obligations are not considered to be distinct from the subscriptions to our software or hosting platforms and related services and are combined into a single performance obligation. New statements of work and modifications of contracts are reviewed each reporting period and to assess the nature and characteristics of the new or modified performance obligations on a contract by contract basis. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or over the time of the service term until it expires. Subscription software that is sold on-premises is recognized at the point of time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement. Our SaaS offerings allow customers to use hosted software, and our revenue is recognized ratably over the associated contract time period. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 2023 and 2022 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. Convertible Financial Instruments The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” Prior to the adoption of ASU 2020-06 on January 1, 2022, we separated the convertible notes into liability and equity components. The carrying amounts of the liability component of the convertible notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the convertible notes. This difference represents the debt discount that is amortized to interest expense over the terms of the convertible notes using the effective interest rate method. Following the adoption of ASU 2020-06 on January 1, 2022, which we elected to adopt using a modified retrospective approach, we no longer separate the convertible notes into liability and equity components. Now convertible notes are recorded and disclosed as convertible notes payable, net of unamortized discount. Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 974,602 879,671 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2023 and 2022, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three seven years Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. 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 year ended December 31, 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 Years Ended December 31, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 9,765 1,445 Warrants 616,933 267 Total 150,518,698 149,893,712 Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one 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”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible 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 amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Due to adoption of this accounting policy on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $77,643. In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 3: LIQUIDITY AND GOING CONCERN The accompanying consolidated 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 and we have negative working capital and an accumulated deficit. 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,053,193 867,670 Property and equipment, gross 1,059,296 873,773 Accumulated depreciation (649,771 ) (446,742 ) Property and equipment, net of accumulated depreciation $ 409,525 $ 427,031 Depreciation expense for the years ended December 31, 2023 and 2022, was $ 203,029 172,503 During the years ended December 31, 2023 and 2022, the Company acquired property and equipment of $ 185,523 311,128 |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | NOTE 5: INTELLECTUAL PROPERTY On February 7, 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail Under the License Agreement, the Company was granted the exclusive right and license to receive all benefits from the marketing, selling and licensing, of the ArcMail business products, including, without limitation, the good will of the business. The term of the License Agreement is twenty-seven ( 27 200,000 25,000 30,000 765,000 1,094,691 1,404,000 1,094,691 309,309 On August 13, 2020, the Company entered into an Asset Purchase Agreement to acquire certain assets collectively known as FileFacets ™ 135,000 On September 21, 2020, the Company entered into an Asset Purchase Agreement with the owners of a business known as IntellyWP™, to acquire the intellectual property rights and certain assets collectively known as IntellyWP™, an Italy-based developer that produces WordPress plug-ins that enhance the overall user experience for webmaster and end users. The total purchase price of $ 135,000 55,000 40,000 40,000 25,000 On October 8, 2020, the Company entered into an Asset Purchase Agreement with Resilient Network Systems, Inc. (“ RNS 305,000 125,000 19,148,936 On May 15, 2023 we entered into an agreement to purchase certain assets (the “ Cyren Assets Cyren Receiver Purchase Agreement Based on the criteria listed in ASC 805-10-55-5A, we recorded the transaction between Data443 and Cyren Receiver Trustee as an asset acquisition and not a business acquisition pursuant to US GAAP|. ASC 805-10-55-5A If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. Gross assets acquired should exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. However, the gross assets acquired should include any consideration transferred (plus the fair value of any noncontrolling interest and previously held interest, if any) in excess of the fair value of net identifiable assets acquired. All Cyren assets acquired by Data443 were specifically the Threat Intelligence Services (TIS) assets which should be considered “a single identifiable asset or group of similar identifiable assets” as described above and accounted for substantially all of the fair value of the gross assets purchased. The TIS assets consist of a defined set of Cyren Intellectual Property specifically used to identify cyber threats from spam, viruses, phishing risks, and other cyber risks. Data443 did not acquire any facilities, employees, distribution processes, sales force/processes, customer contracts (all customer contracts voided by bankruptcy filing), operating rights (or processes), or production processes. All of the aforementioned business components went away as of the bankruptcy filing. Data443 did not acquire any cash or cash equivalents, deferred tax assets, or goodwill resulting from the effects of deferred tax liabilities as specified in ASC 805. Trademarks, websites, and logos were also acquired, however, due the manner in which Cyren ceased operations and the lack of notification to its customers, these “assets” have little to no value. Based on the fact that the assets acquired were concentrated in a single identifiable asset or group of similar identifiable assets were substantially all of the fair value of the assets purchased according to ASC 805-10-55-5A, the transaction between Data443 and the Receiver Trustee of Cyren is an asset acquisition pursuant to US GAAP. The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY December 31, 2023 December 31, 2022 Intellectual property: WordPress® GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress TM 1,388,051 1,388,051 FileFacets TM 135,000 135,000 IntellyWP™ 60,000 60,000 Resilient Network Systems 305,000 305,000 Cyren Engines 3,500,000 - Intellectual property 8,729,851 5,229,851 Accumulated amortization (5,204,035 ) (4,775,520 ) Impairment - - Intellectual property, net of accumulated amortization $ 3,525,816 $ 454,331 The Company recognized amortization expense of approximately $ 428,515 815,488 Based on the carrying value of definite-lived intangible assets as of December 31, 2023, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2024 727,000 2025 715,750 2026 700,000 2027 700,000 2028 683,066 Total 3,525,816 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Accounts payable $ 2,004,462 $ 427,553 Credit cards 81,055 50,302 Accrued liabilities 1,274,952 554,076 Balance, end of year $ 3,360,469 $ 1,031,931 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 7: DEFERRED REVENUE For the years ended December 31, 2023 and 2022 , changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE December 31, 2023 December 31, 2022 Balance, beginning of year $ 2,493,151 $ 1,608,596 Deferral of revenue 1,912,729 3,511,678 Recognition of deferred revenue (2,582,311 ) (2,627,123 ) Balance, end of year $ 1,823,569 $ 2,493,151 As of December 31, 2023 and 2022, is classified as follows: SUMMARY OF DEFERRED REVENUE December 31, 2023 December 31, 2022 Current $ 1,627,572 $ 1,704,249 Non-current 195,997 788,902 Balance, end of year $ 1,823,569 $ 2,493,151 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 8: 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 have signed an extension for the lease at our current office through the end of 2024. with a one year renewal option and a rent escalation clause. Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our estimated incremental borrowing rate generally applicable to the location of the lease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, if applicable. When lease terms include an option to extend the lease, we have not assumed the options will be exercised. Lease expense for operating leases generally consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include agreed-upon changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognized total lease expense of approximately $ 349,209 240,492 29,467 Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2023 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2024 371,012 Thereafter - Total lease payment 371,012 Less: Imputed interest (13,356 ) Operating lease liabilities 357,656 Operating lease liability - current 357,656 Operating lease liability - non-current $ - The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2023: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 12 % Weighted average remaining lease term (years) 1 Finance lease The Company leases computer and hardware under non-cancellable capital lease arrangements. The term of those capital leases is 3 years and annual interest rate is 12 %. At December 31, 2023 and 2022, capital lease obligations included in current liabilities were $ 10,341 and $ 10,341 , respectively, and capital lease obligations included in long-term liabilities were $- 0 - and $- 0 -, respectively. During the years ended December 31, 2023 and 2022, the Company paid interest expense of $- 0 and $ 7,047 , respectively. At December 31, 2023, there $ 10,341 future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2024 10,341 Thereafter - Total lease payment 10,341 Less: Imputed interest - Finance lease liabilities 10,341 Finance lease liability 10,341 Finance lease liability - non-current $ - As of December 31, 2023 and 2022, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS December 31, 2023 December 31, 2022 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (267,284 ) (258,506 ) Finance lease assets, net of accumulated depreciation $ - $ 8,778 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 9: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 508,440 600,400 Convertible Notes - Issued in fiscal year 2022 1,201,083 3,710,440 Convertible Notes - Issued in fiscal year 2023 2,067,893 - Convertible notes payable, Gross 3,875,362 4,408,786 Less debt discount and debt issuance cost (730,028 ) (176,685 ) Convertible notes payable 3,145,334 4,232,101 Less current portion of convertible notes payable 3,047,388 4,134,155 Long-term convertible notes payable $ 97,946 $ 97,946 During the years ended December 31, 2023 and 2022, the Company recognized interest expense on convertible notes payable of $ 5,071,570 3,795,591 1,189,987 911,020 Convertible note payable with outstanding balance of $ 508,440 October 2023 16 Convertible note payable with outstanding balance of $ 90,458 February 11, 2023 24 Convertible note payable with outstanding balance of $ 72,000 February 11, 2023 24 Convertible note payable with outstanding balance of $ 52,500 February 14, 2023 24 Convertible note payable with outstanding balance of $ 119,625 March 1, 2023 24 Convertible note payable with outstanding balance of $ 66,500 February 9, 2023 24 Replacement of note During the year ended December 31, 2020, the Company assigned a portion of note with outstanding principal amounts of $ 150,000 135,000 81,000 135,000 54,000 Effective September 30, 2020, the Company exchanged (i) its convertible promissory note originally issued on March 20, 2020 in the amount of $ 125,000 16 325,000 a. Principal balance of $ 325,000 b. No further interest shall accrue so long as there is no event of default; c. Conversions into common stock under the Exchange Note shall be effected at the lowest closing stock price during the five (5) days preceding any conversion, with -0- discount and a conversion price not below $ 112 d. No prepayment premiums or penalties; and e. Maturity date of September 30, 2021 Effective November 17, 2020, the Company entered into a Settlement and Release Agreement (the “Settlement Agreement”) with an existing lender to, among things, settle all dispute regarding a convertible promissory note, and exchanged that note for a newly issued note. The disputed note, referred to herein as the “Smea2z Note”, was originally issued on October 23, 2018 in favor of Smea2z LLC in the original principal amount of Two Hundred Twenty Thousand Dollars ($ 220,000 608,850 400,000 a. No further interest shall accrue so long as there is no event of default; b. Maturity date remains the same: 30 June 2021 c. No right to prepay; d. Conversion price is fixed at $ 56 e. Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than $ 56 f. Leak out provision: 1. One conversion per week, for no more than forty million shares; 2. If the trading volume for the Company’s common stock exceeds fifty million shares on any day, a second conversion may be exercised during that week, again for no more than forty million shares (a total of eighty million shares for that week). Notes were fully converted in February 2021 Effective November 18, 2020, the Company entered into an agreement with three existing investors in the Company (the “Warrant Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Exchanged Warrants”) held by the Warrant Holders totaled 39 100,000 160 Conversion During the year ended December 31, 2023, the Company converted notes with principal amounts and accrued interest of $ 357,592 21,428 During the year ended December 31, 2022, the Company converted notes with principal amounts and accrued interest of $ 653,796 1,665 Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2020 During the twelve months ended December 31, 2020, the Company issued a total of $ 2,466,500 ● Terms ranging from 5 60 ● Annual interest rates of 0 25 ● Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. ● Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $16 to $112. 0.5 15,000 18 160 As of December 31, 2021, $ 100,000 Promissory Notes - Issued in fiscal year 2021 During the year ended December 31, 2021, the Company issued convertible notes of $ 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 prices are typically based on the discounted (39% discount) average closing prices or lowest trading prices of the Company’s shares during 20 periods prior to conversion. ● 1,414 133,663 ● 117,992 7.44 36.00 5 ● The convertible note on October 19, 2021 by the Company in favor of Mast Hill Fund matured on October 19, 2022 16 125 91,311 16 ● The convertible note on December 21, 2021 by the Company in favor of Westland Properties, LLC matured on December 21, 2022 24 125 The Company broke certain covenants of the convertible note related to the failure of the Company uplist 60 days from the note issuance date that triggered a 10% penalty of the outstanding principal and additional 5% of the outstanding principal every 10 calendar days until the uplist is completed or the note is paid off 1,974,914 24 As of December 31, 2021, $ 1,607,857 Convertible note with outstanding balance $ 361,869 16 Convertible note with outstanding balance $ 238,532 24 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 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 year ended December 31, 2023, we issued convertible promissory notes with principal amounts totaling $ 2,211,083 2,015,000 462,112 ● 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 and two of the 2023 Convertible Notes have a fixed conversion price of $.005 per share. ● As of the year ended December 31, 2023, there were no derivative liabilities. In May 2023, we entered into a convertible promissory note payable with 1800 Diagonal Lending LLC in the amount of $ 86,250 11,250 8 monthly payments 12,398.38 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 10: DERIVATIVE LIABILITIES We analyzed the conversion option 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 December 31, 2023. As of the year ended December 31, 2023, there were no During the year ended December 31, 2023, there was no derivative outstanding, and no loss recorded During the year ended December 31, 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 Year ended Year ended December 31, 2023 December 31, 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. The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2023 and 2022: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2021 $ - Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as day-one loss 57,883 Derivative liabilities settled upon conversion of convertible note (57,883 ) Change in derivative liabilities recognized as loss on derivative - Derivative liability as of December 31, 2022 $ - Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as day-one loss - Derivative liabilities settled upon conversion of convertible note - Change in derivative liabilities recognized as loss on derivative - Derivative liability as of December 31, 2023 $ - The aggregate loss on derivatives during the years ended December 31, 2023 and 2022 was $- 0 57,883 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 11: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE December 31, 2023 December 31, 2022 Maturity Interest Rate Economic Injury Disaster Loan - originated in May 2020 $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 - 20,182 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 - 16,047 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 - 22,243 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (1) 676,693 866,666 1 12 % Promissory note - originated in July 2021 (1) 282,000 352,500 1 12 % Promissory note - originated in September 2021 31,758 43,667 $ 1,383.56 60 28 % Promissory note - originated in April 2022 57,577 73,204 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 47,392 239,858 $ 7,250 168 25 % Promissory note – originated in June 2022 - 149,011 $ 20,995 30 49 % Promissory note - originated in July 2022 43,579 54,557 $ 1,485.38 60 18 % Promissory note - originated in July 2022 67,333 94,878 $ 3,546.87 36 10 % Promissory note - originated in August 2022 20,797 26,538 $ 589.92 60 8 % Promissory note - originated in October 2022 1,081,032 635,745 $ 1,749.00 30 66 % Promissory note - originated in January 2023 4,328 - $ 237.03 36 25 % Promissory note - originated in March 2023 47,570 - $ 1,521.73 60 18 % Promissory note - originated in March 2023 11,754 - $ 559.25 36 17 % Promissory note - originated in April 2023 24,634 - $ 3,999.00 12 12 % Promissory note - originated in April 2023 33,054 - $ 3,918.03 12 6 % Promissory note - originated in May 2023 (2) 322,000 - 3 29 % Promissory note - originated in June 2023 394,444 - 12 18 % Promissory note - originated in August 2023 15,895 - 36 14 % Promissory note - originated in December 2023 1,145,882 - 12 10 % 6,113,095 4,400,469 Less debt discount and debt issuance cost (1,053,637 ) (377,111 ) 5,059,458 4,023,358 Less current portion of promissory notes payable 3,704,326 918,785 Long-term promissory notes payable $ 1,355,132 $ 3,104,573 (1) Note payable with outstanding balance of $ 676,693 April 22, 2022 282,000 July 27, 2022 16 (2) Note payable with outstanding balance of $ 322,000 August 18, 2023 29 During the years ended December 31, 2023 and 2022, the Company recognized interest expense on notes payable of $ 1,345,837 505,198 1,053,637 2,537,167 During the years ended December 31, 2023 and 2022, the Company issued a total of $ 1,617,868 4,840,215 1,689,868 1,381,970 1,562,565 4,408,240 Slate Advance Agreement In March 2023 we entered into an agreement (the “Slate Agreement”) with Slate Advance (“Slate”) pursuant to which we sold $ 1,482,000 975,000 40,325 14,999 In order to secure payment and performance of the Company’s obligations to Slate under the Slate Agreement, the Company granted to Slate a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. We also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral. We analyzed the transaction under the guidance of ASC 470-60 Troubled Debt Restructuring to determine if the transaction qualified as a troubled debt restructuring. For a debt restructuring to be considered troubled, the debtor must be experiencing financial difficulty, and the creditor must have granted a concession. We analyzed the Slate Transaction under ASC 470-60 and determined that we met one of the definitions of a company experiencing financial difficulty, such as currently in default of any of our debts. As we are not in default, the fair value of the debt has not changed, we did not recognize gain or loss as the fair value has not changed, and the future undiscounted cash flows are not greater or smaller than the carrying value, the creditor has not granted any concessions. We believe that the debt does not fall into the troubled debt restructuring guidance since no concessions were granted by the creditor. Effective June 1, 2023, the Company exchanged its convertible promissory note originally issued on December 21, 2021 in the amount of $ 555,555 665,000 a. Principal balance of $ 665,000 3 18 b. $ 115,000 c. A series of nine (9) monthly payments to the Holder in the amount of $ 38,889 d. $200,000 on the earlier of (i) three (3) business days following the Company’s successful listing (“Uplisting”) 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 (ii) the receipt of not less than $4,000,000 in funding from a single transaction (in either event an “Uplist Payment”) e. Maturity date of September 30, 2021 In addition to exchanging the original Note, Westland Properties, LLC forgave $ 4,724,299 179,782 |
CAPITAL STOCK AND REVERSE STOCK
CAPITAL STOCK AND REVERSE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK AND REVERSE STOCK SPLIT | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On March 5, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 250,000,000 On April 15, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 750,000,000 On August 17, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,500,000,000 On November 25, 2020 the Company filed a Certificate of Designation to authorize and create its Series B Preferred shares, consisting of 80,000 0.001 On December 15, 2020 the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,800,000,000 On July 1, 2021, we effected a 1-for-2,000 On March 7, 2022, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-8 0.001 On May 25, 2023, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 500,000,000 On September 20, 2023, we filed an amendment to its Articles of Incorporation to effect a 1-for-600 0.001 Preferred Stock As of September 30, 2023, we are authorized to issue 80,000 10.00 Each share of Series B Preferred Stock (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. During the year ended December 31, 2022 we recorded an accrued dividend of $ 104,631 22,439 As of December 31, 2023 and December 31, 2022, - 0 0 Each share of Series A is the equivalent of 15,000 Our Chief Executive Officer, Jason Remillard, holds 149,892 As of December 31, 2023 and December 31, 2022, 149,892 149,892 Common Stock As of December 31, 2023, the Company is authorized to issue 500,000,000 0.001 All shares have equal voting rights, are non-assessable, and have one vote per share. 272,874 4,360 During the year ended December 31, 2023, we issued Common Stock as follows: ● 21,428 ● 77,010 ● 4,786 ● 165,290 During the year ended December 31, 2022, the Company issued common stock as follows: ● 1,665 ● 11 ● 635 ● 180 ● 83 ● 30 ● 1,552 Warrants The Company identified conversion features embedded within warrants issued during the year ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. During the year ended December 31, 2020, 21 five years 8,000 16 As a result of the reset features, the warrants increased by 38 38 48,960 During the year ended December 31, 2020, the Company entered into an agreement with three existing investors in the Company (the “Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Warrants”) held by the Holders totaled 2 100,000 On December 11, 2020, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds LP, a Delaware limited partnership (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to One Million Dollars ($ 1,000,000 10 96,000 2 During the year ended December 31, 2021, the Company issued the following warrants: (i) to acquire 12 72,000 12 72,000 832,000 26 21,600 282,000 5 21,600 282,000 67 21,600 444,444 124 4,464 555,555 During the year ended December 31, 2022, the Company issued the following warrants: (i) to acquire 32 3,600 3 3,600 During the year ended December 31, 2023, the Company issued the following warrants: (i) to acquire 270,833 .60 250,000 .60 41,667 .60 54,167 .60 A summary of activity during the period ended December 31, 2023 follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Average Shares Exercise Price Outstanding, December 31, 2021 245 $ 16,716 Granted 35 3,600 Reset feature - - Exercised (13 ) - Forfeited/canceled - - Outstanding, December 31, 2022 267 $ 13,242 Granted 616,667 .60 Reset feature - - Exercised - - Forfeited/canceled - - Outstanding, December 31, 2023 616,934 $ 8.03 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Warrants Contractual life (in years) Weighted Average Exercise Price 10 1.95 $ 96,000.00 12 2.31 $ 72,000.00 26 2.57 $ 21,600.00 5 2.75 $ 21,600.00 55 2.80 $ 5,929.10 124 2.98 $ 4,464.00 32 3.36 $ 3,600.00 3 3.36 $ 3,600.00 270,833 .50 $ 0.60 250,000 .50 $ 0.60 54,167 - $ 0.60 41,667 .51 $ 0.60 616,934 .37 $ 5.09 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Non-operating loss carryforward $ 6,677,000 $ 6,326,000 Valuation allowance (6,677,000 ) (6,326,000 ) Net deferred tax asset $ - $ - The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. During 2023 the valuation allowance increased by $ 689,000 29,029,268 A reconciliation between expected income taxes, computed at the federal income tax rate of 21 2.0 SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX 2023 2022 Years Ended December 31, 2023 2022 Loss for the year $ (4,244,708 ) $ (9,713,467 ) Income tax (recovery) at statutory rate $ (891,000 ) $ (2,040,000 ) State income tax expense, net of federal tax effect (85,000 ) (194,000 ) Permanent difference and other 287,000 593,000 Change in valuation allowance 689,000 1,641,000 Income tax expense per books $ - $ - The effective tax rate of 0 21 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 14: SHARE-BASED COMPENSATION Stock Options During the years ended December 31, 2023 and 2022, the Company granted options for the purchase of the Company’s common stock to certain employees, consultants and advisors as consideration for services rendered. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options generally vest upon the one-year or two-year anniversary date of the grant and have a maximum term of ten years The following summarizes the stock option activity for the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2021 245 $ 16,716 Grants 34 804 Exercised - - Cancelled - - Balance as of December 31, 2022 279 $ 775.93 Grants 13,833 1,002 Exercised - - Cancelled - - Balance as of December 31, 2023 14,112 $ 1.67 The weighted average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $ 15.12 804 300,129 1,341,002 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED 2023 2022 Expected term (years) 5 5 Expected stock price volatility 220.36 % 280.82 % Weighted-average risk-free interest rate 4.169 % 3.65 % Expected dividend $ 0.00 $ 0.00 Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of December 31, 2023: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted-Average Options (In Years) Exercise Price Outstanding 15,247 9.72 $ 3,421.52 Exercisable 1,174 8.93 $ 23,955.81 Expected to vest 15,247 9.72 $ 3,421.52 As of December 31, 2023 and 2022, there was $ 35,227 and $ 381,547 , respectively, of total unrecognized compensation cost related to non-vested stock-based compensation arrangements which is expected to be recognized within the next year. Restricted Stock Awards During the years ended December 31, 2023 and 2022, the Company issued restricted stock awards for shares of common stock which have been reserved for the holders of the awards. Restricted stock awards were issued to certain consultants and advisors as consideration for services rendered. The terms of the restricted stock units are determined by the Company’s Board of Directors. The Company’s restricted stock shares generally vest over a period of one year ten years The following summarizes the restricted stock activity for the years ended December 31, 2023 and 2022: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2021 2 1.07 Shares of restricted stock granted 536 - Exercised - - Cancelled - - Balance as of December 31, 2022 538 639.22 Shares of restricted stock granted 19,676 225,000 Exercised - - Cancelled - - Balance as of December 31, 2023 20,214 225,639 SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards December 31, 2023 December 31, 2022 Vested 5,288 2 Non-vested 14,926 536 As of December 31, 2023 and 2022, there was $- 0 |
INTEREST EXPENSE
INTEREST EXPENSE | 12 Months Ended |
Dec. 31, 2023 | |
INTEREST EXPENSE | NOTE 15: INTEREST EXPENSE For the years ended December 31, 2023 and 2022, the Company recorded interest expense as follows: SUMMARY OF INTEREST EXPENSE Year ended Year ended December 31, 2023 December 31, 2022 Interest expense - convertible notes $ 3,423,703 $ 2,884,571 Interest expense - notes payable 978,295 505,198 Interest expense - notes payable - related party - - Finance lease - 7,047 Other 281,698 45,473 Amortization of debt discount 1,733,711 2,537,167 Interest expense $ 6,417,407 $ 5,979,456 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16: RELATED PARTY TRANSACTIONS Jason Remillard is our president and Chief Executive Officer and the sole director. Through his ownership of 149,892 29,627 2,339 During the year ended December 31, 2023, we borrowed $ 19,700 150,000 194,735 193,560 As of December 31, 2023 and December 31, 2022, we owed $ 341,437 112,062 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17: SUBSEQUENT EVENTS In accordance with ASC 855-10, “Subsequent Events”, we analyzed our operations subsequent to December 31, 2023 to April 16, 2024, the date when these consolidated financial statements were issued. ● On January 10, 2024, GS Capital Partners LLC converted $ 17,458 5,732 13,469 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2023 and 2022 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. All intercompany accounts and activities have been eliminated upon consolidation. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from contracts for subscription to access our SaaS platforms and, to a much lesser degree, ancillary services provided in connection with subscription services. The Company’s contracts include the performance obligations that require us to provide access to the platforms, usually on an annual subscription. The Company’s contracts are for subscriptions to our data classification, movement, governance, encryption, access control and distribution software and related services. We also perform professional services consulting with specific deliverables managed primarily by statements of work. Customers typically enter into our services subscription and various statements of work concurrently. Most of the Company’s performance obligations are not considered to be distinct from the subscriptions to our software or hosting platforms and related services and are combined into a single performance obligation. New statements of work and modifications of contracts are reviewed each reporting period and to assess the nature and characteristics of the new or modified performance obligations on a contract by contract basis. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or over the time of the service term until it expires. Subscription software that is sold on-premises is recognized at the point of time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement. Our SaaS offerings allow customers to use hosted software, and our revenue is recognized ratably over the associated contract time period. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. |
Deferred Revenue | Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 2023 and 2022 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. |
Convertible Financial Instruments | Convertible Financial Instruments The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” Prior to the adoption of ASU 2020-06 on January 1, 2022, we separated the convertible notes into liability and equity components. The carrying amounts of the liability component of the convertible notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the convertible notes. This difference represents the debt discount that is amortized to interest expense over the terms of the convertible notes using the effective interest rate method. Following the adoption of ASU 2020-06 on January 1, 2022, which we elected to adopt using a modified retrospective approach, we no longer separate the convertible notes into liability and equity components. Now convertible notes are recorded and disclosed as convertible notes payable, net of unamortized discount. |
Share-Based Compensation | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 974,602 879,671 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2023 and 2022, the fair value of each option grant was estimated using a Black-Scholes option-pricing model. The expected volatility represents the historical volatility of the Company’s publicly traded common stock. Due to limited historical data, the Company calculates the expected life based on the mid-point between the vesting date and the contractual term which is in accordance with the simplified method. The expected term for options granted to nonemployees is the contractual life. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. |
Income Taxes | Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. |
Intellectual Property | Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three seven years |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. |
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 year ended December 31, 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 Years Ended December 31, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 9,765 1,445 Warrants 616,933 267 Total 150,518,698 149,893,712 |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Segments | Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one |
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”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible 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 amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Due to adoption of this accounting policy on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $77,643. In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. |
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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE | For the year ended December 31, 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 Years Ended December 31, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 9,765 1,445 Warrants 616,933 267 Total 150,518,698 149,893,712 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT | The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,053,193 867,670 Property and equipment, gross 1,059,296 873,773 Accumulated depreciation (649,771 ) (446,742 ) Property and equipment, net of accumulated depreciation $ 409,525 $ 427,031 |
INTELLECTUAL PROPERTY (Tables)
INTELLECTUAL PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTELLECTUAL PROPERTY | The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY December 31, 2023 December 31, 2022 Intellectual property: WordPress® GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress TM 1,388,051 1,388,051 FileFacets TM 135,000 135,000 IntellyWP™ 60,000 60,000 Resilient Network Systems 305,000 305,000 Cyren Engines 3,500,000 - Intellectual property 8,729,851 5,229,851 Accumulated amortization (5,204,035 ) (4,775,520 ) Impairment - - Intellectual property, net of accumulated amortization $ 3,525,816 $ 454,331 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Based on the carrying value of definite-lived intangible assets as of December 31, 2023, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2024 727,000 2025 715,750 2026 700,000 2027 700,000 2028 683,066 Total 3,525,816 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Accounts payable $ 2,004,462 $ 427,553 Credit cards 81,055 50,302 Accrued liabilities 1,274,952 554,076 Balance, end of year $ 3,360,469 $ 1,031,931 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SUMMARY OF CHANGES IN DEFERRED REVENUE | For the years ended December 31, 2023 and 2022 , changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE December 31, 2023 December 31, 2022 Balance, beginning of year $ 2,493,151 $ 1,608,596 Deferral of revenue 1,912,729 3,511,678 Recognition of deferred revenue (2,582,311 ) (2,627,123 ) Balance, end of year $ 1,823,569 $ 2,493,151 |
SUMMARY OF DEFERRED REVENUE | As of December 31, 2023 and 2022, is classified as follows: SUMMARY OF DEFERRED REVENUE December 31, 2023 December 31, 2022 Current $ 1,627,572 $ 1,704,249 Non-current 195,997 788,902 Balance, end of year $ 1,823,569 $ 2,493,151 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2023 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2024 371,012 Thereafter - Total lease payment 371,012 Less: Imputed interest (13,356 ) Operating lease liabilities 357,656 Operating lease liability - current 357,656 Operating lease liability - non-current $ - |
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE | The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2023: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 12 % Weighted average remaining lease term (years) 1 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2024 10,341 Thereafter - Total lease payment 10,341 Less: Imputed interest - Finance lease liabilities 10,341 Finance lease liability 10,341 Finance lease liability - non-current $ - |
SCHEDULE OF FINANCE LEASE ASSETS | As of December 31, 2023 and 2022, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS December 31, 2023 December 31, 2022 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (267,284 ) (258,506 ) Finance lease assets, net of accumulated depreciation $ - $ 8,778 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 508,440 600,400 Convertible Notes - Issued in fiscal year 2022 1,201,083 3,710,440 Convertible Notes - Issued in fiscal year 2023 2,067,893 - Convertible notes payable, Gross 3,875,362 4,408,786 Less debt discount and debt issuance cost (730,028 ) (176,685 ) Convertible notes payable 3,145,334 4,232,101 Less current portion of convertible notes payable 3,047,388 4,134,155 Long-term convertible notes payable $ 97,946 $ 97,946 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS | SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year ended Year ended December 31, 2023 December 31, 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. |
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES | The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2023 and 2022: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2021 $ - Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as day-one loss 57,883 Derivative liabilities settled upon conversion of convertible note (57,883 ) Change in derivative liabilities recognized as loss on derivative - Derivative liability as of December 31, 2022 $ - Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as day-one loss - Derivative liabilities settled upon conversion of convertible note - Change in derivative liabilities recognized as loss on derivative - Derivative liability as of December 31, 2023 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE December 31, 2023 December 31, 2022 Maturity Interest Rate Economic Injury Disaster Loan - originated in May 2020 $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 - 20,182 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 - 16,047 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 - 22,243 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (1) 676,693 866,666 1 12 % Promissory note - originated in July 2021 (1) 282,000 352,500 1 12 % Promissory note - originated in September 2021 31,758 43,667 $ 1,383.56 60 28 % Promissory note - originated in April 2022 57,577 73,204 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 47,392 239,858 $ 7,250 168 25 % Promissory note – originated in June 2022 - 149,011 $ 20,995 30 49 % Promissory note - originated in July 2022 43,579 54,557 $ 1,485.38 60 18 % Promissory note - originated in July 2022 67,333 94,878 $ 3,546.87 36 10 % Promissory note - originated in August 2022 20,797 26,538 $ 589.92 60 8 % Promissory note - originated in October 2022 1,081,032 635,745 $ 1,749.00 30 66 % Promissory note - originated in January 2023 4,328 - $ 237.03 36 25 % Promissory note - originated in March 2023 47,570 - $ 1,521.73 60 18 % Promissory note - originated in March 2023 11,754 - $ 559.25 36 17 % Promissory note - originated in April 2023 24,634 - $ 3,999.00 12 12 % Promissory note - originated in April 2023 33,054 - $ 3,918.03 12 6 % Promissory note - originated in May 2023 (2) 322,000 - 3 29 % Promissory note - originated in June 2023 394,444 - 12 18 % Promissory note - originated in August 2023 15,895 - 36 14 % Promissory note - originated in December 2023 1,145,882 - 12 10 % 6,113,095 4,400,469 Less debt discount and debt issuance cost (1,053,637 ) (377,111 ) 5,059,458 4,023,358 Less current portion of promissory notes payable 3,704,326 918,785 Long-term promissory notes payable $ 1,355,132 $ 3,104,573 (1) Note payable with outstanding balance of $ 676,693 April 22, 2022 282,000 July 27, 2022 16 (2) Note payable with outstanding balance of $ 322,000 August 18, 2023 29 |
CAPITAL STOCK AND REVERSE STO_2
CAPITAL STOCK AND REVERSE STOCK SPLIT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of activity during the period ended December 31, 2023 follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Average Shares Exercise Price Outstanding, December 31, 2021 245 $ 16,716 Granted 35 3,600 Reset feature - - Exercised (13 ) - Forfeited/canceled - - Outstanding, December 31, 2022 267 $ 13,242 Granted 616,667 .60 Reset feature - - Exercised - - Forfeited/canceled - - Outstanding, December 31, 2023 616,934 $ 8.03 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Warrants Contractual life (in years) Weighted Average Exercise Price 10 1.95 $ 96,000.00 12 2.31 $ 72,000.00 26 2.57 $ 21,600.00 5 2.75 $ 21,600.00 55 2.80 $ 5,929.10 124 2.98 $ 4,464.00 32 3.36 $ 3,600.00 3 3.36 $ 3,600.00 270,833 .50 $ 0.60 250,000 .50 $ 0.60 54,167 - $ 0.60 41,667 .51 $ 0.60 616,934 .37 $ 5.09 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Non-operating loss carryforward $ 6,677,000 $ 6,326,000 Valuation allowance (6,677,000 ) (6,326,000 ) Net deferred tax asset $ - $ - |
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX | SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX 2023 2022 Years Ended December 31, 2023 2022 Loss for the year $ (4,244,708 ) $ (9,713,467 ) Income tax (recovery) at statutory rate $ (891,000 ) $ (2,040,000 ) State income tax expense, net of federal tax effect (85,000 ) (194,000 ) Permanent difference and other 287,000 593,000 Change in valuation allowance 689,000 1,641,000 Income tax expense per books $ - $ - |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes the stock option activity for the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2021 245 $ 16,716 Grants 34 804 Exercised - - Cancelled - - Balance as of December 31, 2022 279 $ 775.93 Grants 13,833 1,002 Exercised - - Cancelled - - Balance as of December 31, 2023 14,112 $ 1.67 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED 2023 2022 Expected term (years) 5 5 Expected stock price volatility 220.36 % 280.82 % Weighted-average risk-free interest rate 4.169 % 3.65 % Expected dividend $ 0.00 $ 0.00 |
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST | The following summarizes certain information about stock options vested and expected to vest as of December 31, 2023: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted-Average Options (In Years) Exercise Price Outstanding 15,247 9.72 $ 3,421.52 Exercisable 1,174 8.93 $ 23,955.81 Expected to vest 15,247 9.72 $ 3,421.52 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following summarizes the restricted stock activity for the years ended December 31, 2023 and 2022: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2021 2 1.07 Shares of restricted stock granted 536 - Exercised - - Cancelled - - Balance as of December 31, 2022 538 639.22 Shares of restricted stock granted 19,676 225,000 Exercised - - Cancelled - - Balance as of December 31, 2023 20,214 225,639 |
SCHEDULE OF RESTRICTED STOCK AWARD | SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards December 31, 2023 December 31, 2022 Vested 5,288 2 Non-vested 14,926 536 |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF INTEREST EXPENSE | For the years ended December 31, 2023 and 2022, the Company recorded interest expense as follows: SUMMARY OF INTEREST EXPENSE Year ended Year ended December 31, 2023 December 31, 2022 Interest expense - convertible notes $ 3,423,703 $ 2,884,571 Interest expense - notes payable 978,295 505,198 Interest expense - notes payable - related party - - Finance lease - 7,047 Other 281,698 45,473 Amortization of debt discount 1,733,711 2,537,167 Interest expense $ 6,417,407 $ 5,979,456 |
BUSINESS DESCRIPTION (Details N
BUSINESS DESCRIPTION (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 20, 2023 | Mar. 07, 2022 | Jan. 19, 2022 | Jul. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 20, 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 | $ 1,500,000 | $ 250,000 | |||||
Notes payable | $ 5,059,458 | $ 4,023,358 | |||||
Common stock shares issued | 272,874 | 4,360 | |||||
Reverse stock splits description | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |||
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 |
SCHEDULE OF ANTI-DILUTIVE BASIC
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total | 150,518,698 | 149,893,712 |
Series A Preferred Stock [Member] | ||
Total | 149,892,000 | 149,892,000 |
Stock Options [Member] | ||
Total | 9,765 | 1,445 |
Warrant [Member] | ||
Total | 616,933 | 267 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Number | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Share-based compensation expense | $ 974,602 | $ 879,671 |
Income tax, likelihood description | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement | |
Number of operating segments | Number | 1 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 7 years |
SUMMARY OF COMPONENTS OF PROPER
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,059,296 | $ 873,773 |
Accumulated depreciation | (649,771) | (446,742) |
Property and equipment, net of accumulated depreciation | 409,525 | 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 | $ 1,053,193 | $ 867,670 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Property and equipment acquired | $ 185,523 | $ 311,128 |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 203,029 | $ 172,503 |
SCHEDULE OF INTELLECTUAL PROPER
SCHEDULE OF INTELLECTUAL PROPERTY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | $ 8,729,851 | $ 5,229,851 |
Accumulated amortization | (5,204,035) | (4,775,520) |
Impairment | ||
Intellectual property, net of accumulated amortization | 3,525,816 | 454,331 |
Wordpress GDPR Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 46,800 | 46,800 |
ARALOC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 1,850,000 | 1,850,000 |
ArcMail License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 1,445,000 | 1,445,000 |
DataExpress [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 1,388,051 | 1,388,051 |
FileFacets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | 135,000 | 135,000 |
IntellyWP [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 |
Cyren Engines [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property | $ 3,500,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 727,000 | |
2025 | 715,750 | |
2026 | 700,000 | |
2027 | 700,000 | |
2028 | 683,066 | |
Total | $ 3,525,816 | $ 454,331 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Oct. 08, 2020 | Sep. 21, 2020 | Aug. 13, 2020 | Dec. 31, 2019 | Feb. 07, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss on settlement of debt | $ 4,913,181 | |||||||
General and Administrative Expense [Member] | ||||||||
Amortization expense | $ 428,515 | $ 815,488 | ||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | ||||||||
License agreement term | 27 months | |||||||
Loss on settlement of debt | $ 309,309 | |||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | 1 - 6 Months [Member] | ||||||||
Debt Instrument, Periodic Payment | $ 25,000 | |||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | 7 - 17 Months [Member] | ||||||||
Debt Instrument, Periodic Payment | 30,000 | |||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Final Payment [Member] | ||||||||
Debt Instrument, Periodic Payment | 765,000 | |||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Balance Payment [Member] | ||||||||
Debt Instrument, Periodic Payment | $ 1,094,691 | |||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | License [Member] | ||||||||
License costs | $ 200,000 | |||||||
Exclusive License Agreement [Member] | ||||||||
Note payable issuable for settlement of license fee payable | 1,404,000 | |||||||
License agreement, amount per month | $ 1,094,691 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Purchase price | $ 305,000 | |||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||
Amortization expense | 19,148,936 | |||||||
Asset Purchase Agreement [Member] | Payment at Closing [Member] | ||||||||
Purchase price | $ 125,000 | |||||||
Asset Purchase Agreement [Member] | FileFacets [Member] | ||||||||
Purchase price | $ 135,000 | |||||||
Asset Purchase Agreement [Member] | IntellyWP [Member] | ||||||||
Purchase price | $ 135,000 | |||||||
Cash paid for certain training | 40,000 | |||||||
Proceeds from acquisition | 25,000 | |||||||
Asset Purchase Agreement [Member] | IntellyWP [Member] | Payment at Closing [Member] | ||||||||
Purchase price | $ 55,000 | |||||||
Rory Welch [Member] | Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | ||||||||
Stock purchase rights agreement | Under the License Agreement, the Company was granted the exclusive right and license to receive all benefits from the marketing, selling and licensing, of the ArcMail business products, including, without limitation, the good will of the business. The term of the License Agreement is twenty-seven (27) months, with the following payments to be made by the Company to ArcMail: (i) $200,000 upon signing the License Agreement; (ii) monthly payments starting 30 days after the execution of the License Agreement in the amount of $25,000 per month during months 1-6; (iii) monthly payments in the amount of $30,000 per month during months 7-17; and (iii) in month 18, final payment in the amount of $765,000. As of December 31, 2019, the balance of payments due under the License Agreement was $1,094,691. In connection with the execution of the License Agreement, two other agreements were also executed: (a) a Stock Purchase Rights Agreement, under which the Company has the right, though not the obligation, to acquire 100% of the issued and outstanding shares of stock of ArcMail from Rory Welch, the CEO of ArcMail (the right can be exercised over a period of 27 months); and (b) a Business Covenants Agreement, under which ArcMail and Mr. Welch agreed to not compete with the Company’s use of the ArcMail business under the License Agreement for a period of twenty-four (24) months. |
SUMMARY OF ACCOUNTS PAYABLE AND
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,004,462 | $ 427,553 |
Credit cards | 81,055 | 50,302 |
Accrued liabilities | 1,274,952 | 554,076 |
Balance, end of year | $ 3,360,469 | $ 1,031,931 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Balance, beginning of year | $ 2,493,151 | $ 1,608,596 |
Deferral of revenue | 1,912,729 | 3,511,678 |
Recognition of deferred revenue | (2,582,311) | (2,627,123) |
Balance, end of year | $ 1,823,569 | $ 2,493,151 |
SUMMARY OF DEFERRED REVENUE (De
SUMMARY OF DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Current | $ 1,627,572 | $ 1,704,249 |
Non-current | 195,997 | 788,902 |
Balance, end of year | $ 1,823,569 | $ 2,493,151 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 371,012 | |
Thereafter | ||
Total lease payment | 371,012 | |
Less: Imputed interest | (13,356) | |
Operating lease liabilities | 357,656 | |
Operating lease liability - current | 357,656 | $ 213,831 |
Operating lease liability - non-current | $ 354,631 |
SCHEDULE OF OTHER SUPPLEMENTAL
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE (Details) | Dec. 31, 2023 |
Leases | |
Weighted average discount rate | 12% |
Weighted average remaining lease term (years) | 1 year |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 10,341 | |
Thereafter | ||
Total lease payment | 10,341 | |
Less: Imputed interest | ||
Finance lease liabilities | 10,341 | |
Finance lease liability | 10,341 | $ 10,341 |
Finance lease liability - non-current |
SCHEDULE OF FINANCE LEASE ASSET
SCHEDULE OF FINANCE LEASE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Finance lease assets | $ 267,284 | $ 267,284 |
Accumulated depreciation | (267,284) | (258,506) |
Finance lease assets, net of accumulated depreciation | $ 8,778 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | 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 | $ 349,209 | $ 240,492 |
Security deposit | $ 29,467 | 29,467 |
Capital leases term | 3 years | |
Annual interest rate | 12% | |
Capital lease obligations, current | $ 10,341 | 10,341 |
Capital lease obligations, non current | ||
Interest expense | $ 7,047 | |
Minimum lease payments | $ 10,341 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 21, 2022 | Oct. 19, 2022 |
Short-Term Debt [Line Items] | ||||
Convertible notes payable, Gross | $ 3,875,362 | $ 4,408,786 | ||
Less debt discount and debt issuance cost | (730,028) | (176,685) | ||
Convertible notes payable | 3,145,334 | 4,232,101 | ||
Less current portion of convertible notes payable | 3,047,388 | 4,134,155 | ||
Long-term convertible notes payable | 97,946 | 97,946 | $ 238,532 | $ 361,869 |
Issued In Fiscal Year 2020 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible notes payable, Gross | 97,946 | 97,946 | ||
Issued In Fiscal Year 2021 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible notes payable, Gross | 508,440 | 600,400 | ||
Issued In Fiscal Year 2022 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible notes payable, Gross | 1,201,083 | 3,710,440 | ||
Promissory Notes - Issued in Fiscal Year 2023 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible notes payable, Gross | $ 2,067,893 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 21, 2021 USD ($) | Oct. 19, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Mar. 18, 2020 shares | May 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 21, 2022 USD ($) | Oct. 19, 2022 USD ($) | Jan. 01, 2022 USD ($) | Nov. 18, 2020 USD ($) $ / shares shares | Nov. 17, 2020 USD ($) | Oct. 23, 2020 USD ($) | Mar. 20, 2020 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||||
Interest Expense, Debt, Excluding Amortization | $ 1,189,987 | $ 911,020 | ||||||||||||||
Addition to convertible note payable | 3,145,334 | 4,232,101 | ||||||||||||||
Convertible promissory notes | $ 100,000 | |||||||||||||||
Repayments for related party | 193,560 | 434,584 | ||||||||||||||
Loss on settlement of debt | 4,913,181 | |||||||||||||||
Debt conversion price | $ / shares | $ 160 | |||||||||||||||
Number of warrants agreed to exchange | shares | 39 | |||||||||||||||
Outstanding notes | 1,355,132 | 3,104,573 | ||||||||||||||
Convertible notes issued | 357,592 | 653,796 | ||||||||||||||
Debt instrument interest rate | 24% | 16% | ||||||||||||||
Convertible notes payable | 3,875,362 | 4,408,786 | ||||||||||||||
Convertible notes outstanding balance | 97,946 | 97,946 | $ 238,532 | $ 361,869 | ||||||||||||
Convertible debt | 1,067,631 | 2,027,570 | ||||||||||||||
Accumulated deficit cumulative effective adjustment | $ (55,656,836) | (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 | |||||||||||||||
Granite Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | $ 125,000 | |||||||||||||||
Granite Warrant [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt conversion into common stock | shares | 16 | |||||||||||||||
Exchange Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||||||
Convertible promissory notes | $ 325,000 | 325,000 | ||||||||||||||
Debt conversion, description | Conversions into common stock under the Exchange Note shall be effected at the lowest closing stock price during the five (5) days preceding any conversion, with -0- discount and a conversion price not below $112; | |||||||||||||||
Exchange Note [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt conversion price | $ / shares | $ 112 | |||||||||||||||
Agreement With Smea2z LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | $ 400,000 | $ 220,000 | ||||||||||||||
Agreement With Smea2z LLC Two [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | $ 608,850 | |||||||||||||||
Exchange Note Two [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument maturity date, description | 30 June 2021 | |||||||||||||||
Debt conversion, description | Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than $56 for at least 5-consecutive days; | |||||||||||||||
Debt conversion price | $ / shares | $ 56 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | $ 81,000 | $ 81,000 | ||||||||||||||
Repayments for related party | 135,000 | |||||||||||||||
Loss on settlement of debt | 54,000 | |||||||||||||||
Chief Executive Officer [Member] | Related Party [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Due to related party | 135,000 | 135,000 | ||||||||||||||
Convertible Notes Payable One [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 508,440 | |||||||||||||||
Debt instrument maturity date, description | October 2023 | |||||||||||||||
Annual interest rate | 16% | |||||||||||||||
Convertible Notes Payable Two [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 90,458 | |||||||||||||||
Annual interest rate | 24% | |||||||||||||||
Maturity date | Feb. 11, 2023 | |||||||||||||||
Convertible Notes Payable Three [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 72,000 | |||||||||||||||
Annual interest rate | 24% | |||||||||||||||
Maturity date | Feb. 11, 2023 | |||||||||||||||
Convertible Notes Payable Four [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 52,500 | |||||||||||||||
Annual interest rate | 24% | |||||||||||||||
Maturity date | Feb. 14, 2023 | |||||||||||||||
Convertible Notes Payable Five [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 119,625 | |||||||||||||||
Annual interest rate | 24% | |||||||||||||||
Maturity date | Mar. 01, 2023 | |||||||||||||||
Convertible Notes Payable Six [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 66,500 | |||||||||||||||
Annual interest rate | 24% | |||||||||||||||
Maturity date | Feb. 09, 2023 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest expense | $ 5,071,570 | $ 3,795,591 | ||||||||||||||
Debt conversion into common stock | shares | 21,428 | 1,665 | ||||||||||||||
Debt conversion converted into common stock | $ 357,592 | $ 653,796 | ||||||||||||||
Convertible Notes [Member] | Thousand Eight Hundred Diagonal Lending L L C [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | $ 86,250 | |||||||||||||||
Original issue discount | $ 11,250 | |||||||||||||||
Frequency of periodic payment | 8 monthly payments | |||||||||||||||
Periodic payment | $ 12,398.38 | |||||||||||||||
Convertible Notes [Member] | Lender [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | 150,000 | 150,000 | ||||||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Addition to convertible note payable | $ 2,466,500 | $ 2,466,500 | ||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. | |||||||||||||||
Debt conversion, description | Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $16 to $112. | |||||||||||||||
Debt instrument convertible stock price trigger | $ / shares | $ 0.5 | |||||||||||||||
Outstanding notes | $ 100,000 | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Convertible promissory notes | $ 15,000 | $ 15,000 | ||||||||||||||
Debt conversion price | $ / shares | $ 160 | $ 160 | ||||||||||||||
Debt instrument term | 5 months | |||||||||||||||
Debt interest rate | 0% | 0% | ||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.18 | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 60 months | |||||||||||||||
Debt interest rate | 25% | 25% | ||||||||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates. | |||||||||||||||
Maturity date | Dec. 21, 2022 | Oct. 19, 2022 | ||||||||||||||
Debt conversion, description | Conversion prices are typically based on the discounted (39% discount) average closing prices or lowest trading prices of the Company’s shares during 20 periods prior to conversion. | |||||||||||||||
Convertible outstanding amount issued | $ 1,696,999 | |||||||||||||||
Cash proceeds | 1,482,000 | |||||||||||||||
Issuance costs | $ 214,999 | |||||||||||||||
Common stock valued shares | shares | 1,414 | |||||||||||||||
Convertible notes issued | $ 133,663 | |||||||||||||||
Warrants to purchase shares | shares | 117,992 | |||||||||||||||
Warrant issue terms | 5 years | |||||||||||||||
Debt instrument interest rate | 24% | 16% | ||||||||||||||
Debt instrument interest rate, increase | 125% | 125% | ||||||||||||||
Debt instrument principal, increase | $ 1,974,914 | $ 91,311 | ||||||||||||||
Debt instrument interest rate, description | The Company broke certain covenants of the convertible note related to the failure of the Company uplist 60 days from the note issuance date that triggered a 10% penalty of the outstanding principal and additional 5% of the outstanding principal every 10 calendar days until the uplist is completed or the note is paid off | |||||||||||||||
Convertible notes payable | $ 1,607,857 | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 90 months | |||||||||||||||
Debt interest rate | 5% | |||||||||||||||
Exercise price per share | $ / shares | $ 7.44 | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 12 months | |||||||||||||||
Debt interest rate | 12% | |||||||||||||||
Exercise price per share | $ / shares | $ 36 | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates. | |||||||||||||||
Debt conversion into common stock | shares | 554,464 | |||||||||||||||
Debt conversion, description | 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. | |||||||||||||||
Debt conversion converted into common stock | $ 473,691 | |||||||||||||||
Issuance costs | 262,775 | |||||||||||||||
Convertible promissory notes | 2,120,575 | |||||||||||||||
Convertible debt | $ 1,857,800 | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 3 months | |||||||||||||||
Debt interest rate | 9% | |||||||||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 12 months | |||||||||||||||
Debt interest rate | 20% | |||||||||||||||
Promissory Notes Issued In Fiscal Year 2023 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
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 (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 and two of the 2023 Convertible Notes have a fixed conversion price of $.005 per share. | |||||||||||||||
Issuance costs | $ 462,112 | |||||||||||||||
Convertible promissory notes | 2,211,083 | |||||||||||||||
Convertible debt | $ 2,015,000 | |||||||||||||||
Promissory Notes Issued In Fiscal Year 2023 [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 9 months | |||||||||||||||
Debt interest rate | 9% | |||||||||||||||
Promissory Notes Issued In Fiscal Year 2023 [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument term | 12 months | |||||||||||||||
Debt interest rate | 20% |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS (Details) - Fair Value, Recurring [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term | [1] | ||
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 280 | ||
Measurement Input, Expected Dividend Rate [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 | 3.65 | ||
[1]There is no excepted term on the convertible notes. |
SCHEDULE OF CHANGES IN DERIVATI
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Change in derivative liabilities recognized as loss on derivative | $ (57,883) | |
Derivative liability as of December 31, 2023 | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability as of December 31, 2022 | ||
Addition of new derivatives recognized as debt discounts | ||
Addition of new derivatives recognized as day-one loss | 57,883 | |
Change in derivative liabilities recognized as loss on derivative | (57,883) | |
Change in derivative liabilities recognized as loss on derivative | ||
Derivative liability as of December 31, 2023 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 0 | |
Change in fair value of derivative liability | $ 57,883 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 6,113,095 | $ 4,400,469 | |
Less debt discount and debt issuance cost | (1,053,637) | (377,111) | |
Promissory notes payable | 5,059,458 | 4,023,358 | |
Less current portion of Promissory notes payable | 3,704,326 | 918,785 | |
Long-term Promissory notes payable | 1,355,132 | 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 | |
Debt instrument term | [1] | 30 years | |
Interest Rate | [1] | 3.75% | |
Promissory Note - Originated In September 2020 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | 20,182 | ||
Debt instrument term | 36 months | ||
Interest Rate | 14% | ||
Debt Instrument, Periodic Payment | $ 2,873.89 | ||
Promissory Note - Originated In December 2020 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | 16,047 | ||
Debt instrument term | 36 months | ||
Interest Rate | 8% | ||
Debt Instrument, Periodic Payment | $ 1,854.41 | ||
Promissory Note - Originated In January 2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | 22,243 | ||
Debt instrument term | 36 months | ||
Interest Rate | 18% | ||
Debt Instrument, 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 | |
Debt instrument term | [2] | 5 years | |
Interest Rate | [2] | 4% | |
Promissory Note - Originated In April 2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | [1] | $ 676,693 | 866,666 |
Debt instrument term | [1] | 1 year | |
Interest Rate | [1] | 12% | |
Promissory Note - Originated In July 2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | [1] | $ 282,000 | 352,500 |
Debt instrument term | [1] | 1 year | |
Interest Rate | [1] | 12% | |
Promissory Note - Originated In September 2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 31,758 | 43,667 | |
Debt instrument term | 60 months | ||
Interest Rate | 28% | ||
Debt Instrument, Periodic Payment | $ 1,383.56 | ||
Promissory Note Originated In April 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 57,577 | 73,204 | |
Debt instrument term | 36 months | ||
Interest Rate | 16% | ||
Debt Instrument, Periodic Payment | $ 1,695.41 | ||
Promissory Note Originated in April 2022 One [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 47,392 | 239,858 | |
Debt instrument term | 168 days | ||
Interest Rate | 25% | ||
Debt Instrument, Periodic Payment | $ 7,250 | ||
Promissory Note Originated In June 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | 149,011 | ||
Debt instrument term | 210 days | ||
Interest Rate | 49% | ||
Debt Instrument, Periodic Payment | $ 20,995 | ||
Promissory Note Originated In July 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 43,579 | 54,557 | |
Debt instrument term | 60 months | ||
Interest Rate | 18% | ||
Debt Instrument, Periodic Payment | $ 1,485.38 | ||
Promissory Note Originated In July 2022 One [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 67,333 | 94,878 | |
Debt instrument term | 36 months | ||
Interest Rate | 10% | ||
Debt Instrument, Periodic Payment | $ 3,546.87 | ||
Promissory Note Originated In August 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 20,797 | 26,538 | |
Debt instrument term | 60 months | ||
Interest Rate | 8% | ||
Debt Instrument, Periodic Payment | $ 589.92 | ||
Promissory Note Originated In October 2022 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 1,081,032 | 635,745 | |
Debt instrument term | 30 days | ||
Interest Rate | 66% | ||
Debt Instrument, Periodic Payment | $ 1,749 | ||
Promissory Note Originated In January 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 4,328 | ||
Debt instrument term | 36 months | ||
Interest Rate | 25% | ||
Debt Instrument, Periodic Payment | $ 237.03 | ||
Promissory Note Originated In March 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 47,570 | ||
Debt instrument term | 60 months | ||
Interest Rate | 18% | ||
Debt Instrument, Periodic Payment | $ 1,521.73 | ||
Promissory Note Originated In March 2023 One [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 11,754 | ||
Debt instrument term | 36 months | ||
Interest Rate | 17% | ||
Debt Instrument, Periodic Payment | $ 559.25 | ||
Promissory Note Originated In April 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 24,634 | ||
Debt instrument term | 12 months | ||
Interest Rate | 12% | ||
Debt Instrument, Periodic Payment | $ 3,999 | ||
Promissory Note Originated In April 2023 One [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 33,054 | ||
Debt instrument term | 12 months | ||
Interest Rate | 6% | ||
Debt Instrument, Periodic Payment | $ 3,918.03 | ||
Promissory Note Originated In May 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | [2] | $ 322,000 | |
Debt instrument term | [2] | 3 months | |
Interest Rate | [2] | 29% | |
Promissory Note Originated In June 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 394,444 | ||
Debt instrument term | 12 months | ||
Interest Rate | 18% | ||
Promissory Note Originated In August 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 15,895 | ||
Debt instrument term | 36 months | ||
Interest Rate | 14% | ||
Promissory Note Originated In December 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes payable, Gross | $ 1,145,882 | ||
Debt instrument term | 12 months | ||
Interest Rate | 10% | ||
[1]Note payable with outstanding balance of $ 676,693 April 22, 2022 282,000 July 27, 2022 16 322,000 August 18, 2023 29 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Outstanding balance | $ 6,113,095 | $ 4,400,469 | |
Promissory Note - Originated In April 2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Outstanding balance | [1] | $ 676,693 | 866,666 |
Maturity date | Apr. 22, 2022 | ||
Annual interest rate | 16% | ||
Promissory Note - Originated In July 2021 [Member] | |||
Short-Term Debt [Line Items] | |||
Outstanding balance | [1] | $ 282,000 | 352,500 |
Maturity date | Jul. 27, 2022 | ||
Annual interest rate | 16% | ||
Promissory Note Originated In May 2023 [Member] | |||
Short-Term Debt [Line Items] | |||
Outstanding balance | [2] | $ 322,000 | |
Maturity date | Aug. 18, 2023 | ||
Annual interest rate | 29% | ||
[1]Note payable with outstanding balance of $ 676,693 April 22, 2022 282,000 July 27, 2022 16 322,000 August 18, 2023 29 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 01, 2023 | Jun. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 18, 2020 | |
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 1,345,837 | $ 505,198 | ||||
Amortization of debt discount | 1,858,655 | 2,321,011 | ||||
Advance to pay | 1,562,535 | 4,408,240 | ||||
Principal balance | $ 100,000 | |||||
Purchase Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Advance to pay | $ 1,482,000 | |||||
Principal balance | 975,000 | |||||
Cash less fees | 40,325 | |||||
Monthly payments | $ 14,999 | |||||
Notes Payable, Other Payables [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Amortization of debt discount | 1,053,637 | 2,537,167 | ||||
Proceeds from notes payables | 1,617,868 | 4,840,215 | ||||
Debt discount | 1,689,868 | 1,381,970 | ||||
Repayment of notes payable | $ 1,562,565 | $ 4,408,240 | ||||
Convertible Promissory Note [Member] | Westland Properties LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal balance | $ 555,555 | |||||
Exchange Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal balance | $ 665,000 | |||||
Monthly payments | $ 38,889 | |||||
Interest rate | 3% | |||||
Default interest rate | 18% | |||||
Long-term debt, fair value | $ 115,000 | |||||
Debt instrument, description | $200,000 on the earlier of (i) three (3) business days following the Company’s successful listing (“Uplisting”) 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 (ii) the receipt of not less than $4,000,000 in funding from a single transaction (in either event an “Uplist Payment”) | |||||
Maturity date | Sep. 30, 2021 | |||||
Exchange Note [Member] | Westland Properties LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal balance | $ 665,000 | |||||
Debt forgave | 4,724,299 | |||||
Debt accrued interest | $ 179,782 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Warrants Outstanding Ending balance, Shares | 267 | 245 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 13,242 | $ 16,716 |
Warrants Granted, Shares | 616,667 | 35 |
Warrants Granted, Weighted Average Exercise Price | $ 0.60 | $ 3,600 |
Warrants Reset feature, Shares | ||
Warrants Reset feature, Weighted Average Exercise Price | ||
Warrants Exercised, Shares | (13) | |
Warrants Exercised, Weighted Average Exercise Price | ||
Warrants Forfeited/canceled, Shares | ||
Warrants Forfeited/canceled, Weighted Average Exercise Price | ||
Warrants Outstanding Ending balance, Shares | 616,934 | 267 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 8.03 | $ 13,242 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 616,934 | 267 | 245 | |
Weighted Average Exercise Price, Warrants Outstanding | $ 8.03 | $ 13,242 | $ 16,716 | |
Warrant One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 10 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 1 year 11 months 12 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 96,000 | |||
Warrant Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 12 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 3 months 21 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 72,000 | |||
Warrant Three [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 26 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 6 months 25 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 21,600 | |||
Warrant Four [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 5 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 9 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 21,600 | |||
Warrant Five [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 55 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 9 months 18 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 5,929.10 | |||
Warrant Six [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 124 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 11 months 23 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 4,464 | |||
Warrant Seven [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 32 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 4 months 9 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 3,600 | |||
Warrant Eight [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 3 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 4 months 9 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 3,600 | |||
Warrant Nine [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 270,833 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 6 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant Ten [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 250,000 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 6 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant Eleven [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 54,167 | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant Twelve [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 41,667 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 6 months 3 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 616,934 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 months 13 days | 5 years | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 5.09 | $ 48,960 |
CAPITAL STOCK AND REVERSE STO_3
CAPITAL STOCK AND REVERSE STOCK SPLIT (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||||||
Sep. 30, 2023 | Sep. 20, 2023 | Mar. 07, 2022 | Jul. 01, 2021 | Dec. 11, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | May 25, 2023 | Dec. 31, 2021 | Dec. 21, 2021 | Oct. 19, 2021 | Sep. 28, 2021 | Jul. 27, 2021 | Apr. 23, 2021 | Dec. 15, 2020 | Nov. 25, 2020 | Nov. 18, 2020 | Sep. 30, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 | ||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 1,800,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | ||||||||||||||||
Preferred stock, shares authorized | 337,500 | 337,500 | |||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Reverse stock split | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Accrued dividend | $ 104,631 | ||||||||||||||||||||||
Amortization of debt discount | $ 1,858,655 | $ 2,321,011 | |||||||||||||||||||||
Common stock, voting rights description | All shares have equal voting rights, are non-assessable, and have one vote per share. | ||||||||||||||||||||||
Common Stock, Shares, Issued | 272,874 | 4,360 | |||||||||||||||||||||
Common Stock, Shares, Outstanding | 272,874 | 4,360 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 39 | ||||||||||||||||||||||
Warrants weighted average exercise price | $ 8.03 | $ 13,242 | $ 16,716 | ||||||||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||||||||||
Triton Funds LP [Member] | Coomon Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 96,000 | ||||||||||||||||||||||
Common stock issued for cashless warrant | 2 | ||||||||||||||||||||||
Triton Funds LP [Member] | Coomon Stock Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrants to purchase common stock | $ 1,000,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued for conversion of debt | [1] | 21,428 | 1,665 | ||||||||||||||||||||
Shares issued for adjustment of investors | 77,010 | ||||||||||||||||||||||
Asset purchase agreement consideration shares | [1] | 4,786 | |||||||||||||||||||||
Stock conversion, shares issued | [1] | 165,290 | |||||||||||||||||||||
Shares issued upon exercise of warrant | [1] | 11 | |||||||||||||||||||||
Asset purchase agreement consideration shares | 635 | ||||||||||||||||||||||
Stock conversion, shares issued | [1] | 180 | |||||||||||||||||||||
Shares issued for service | [1] | 83 | |||||||||||||||||||||
CoShares issued as loan fee | 30 | ||||||||||||||||||||||
Cash pursuant to private placement offfering | [1] | 1,552 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 270,833 | 32 | 21 | 12 | 124 | 67 | 5 | 26 | 12 | ||||||||||||||
Warrants term | 4 months 13 days | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | $ 3,600 | $ 8,000 | $ 72,000 | $ 4,464 | $ 21,600 | $ 21,600 | $ 21,600 | $ 72,000 | ||||||||||||||
Number of warrants to acquire common stock, shares cancelled | 16 | ||||||||||||||||||||||
Increase in warants | 38 | ||||||||||||||||||||||
Warrants exercisable | 38 | ||||||||||||||||||||||
Warrants weighted average exercise price | $ 5.09 | $ 48,960 | |||||||||||||||||||||
Warrant [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Principal amount | $ 555,555 | $ 444,444 | $ 282,000 | $ 282,000 | $ 832,000 | ||||||||||||||||||
Warrant One [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | 3 | |||||||||||||||||||||
Warrants term | 1 year 11 months 12 days | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | $ 3,600 | |||||||||||||||||||||
Warrants weighted average exercise price | $ 96,000 | ||||||||||||||||||||||
Warrant Two [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 41,667 | ||||||||||||||||||||||
Warrants term | 2 years 3 months 21 days | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | ||||||||||||||||||||||
Warrants weighted average exercise price | $ 72,000 | ||||||||||||||||||||||
Warrant Three [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 54,167 | ||||||||||||||||||||||
Warrants term | 2 years 6 months 25 days | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | ||||||||||||||||||||||
Warrants weighted average exercise price | $ 21,600 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Principal amount | $ 81,000 | ||||||||||||||||||||||
Holders [Member] | Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrants outstanding | 2 | ||||||||||||||||||||||
Loss on settlement in exchange of warrants | $ 100,000 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 80,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||
Preferred stock, description | Each share of Series B Preferred Stock (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. | ||||||||||||||||||||||
Accrued dividend | $ 104,631 | ||||||||||||||||||||||
Amortization of debt discount | $ 22,439 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 80,000 | 150,000 | 150,000 | ||||||||||||||||||||
Preferred stock, par value | $ 10 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock, shares outstanding | 149,892 | 149,892 | |||||||||||||||||||||
Preferred stock, shares issued | 149,892 | 149,892 | |||||||||||||||||||||
Number of common shares equivalent to Series A | 15,000 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares holds | 149,892 | ||||||||||||||||||||||
[1]Reflects retrospectively the 1-for-600 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 6,677,000 | $ 6,326,000 |
Valuation allowance | (6,677,000) | (6,326,000) |
Net deferred tax asset |
SCHEDULE OF STATUTORY FEDERAL I
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss for the year | $ (4,244,708) | $ (9,713,467) |
Income tax (recovery) at statutory rate | (891,000) | (2,040,000) |
State income tax expense, net of federal tax effect | (85,000) | (194,000) |
Permanent difference and other | 287,000 | 593,000 |
Change in valuation allowance | 689,000 | 1,641,000 |
Income tax expense per books |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase (decrease) | $ 689,000 |
Net operating and economic loss carryforwards | $ 29,029,268 |
Federal income tax rate | 21% |
State income tax rate | 2% |
Change in effective tax rate | 0% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees Consultants and Advisors [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Options outstanding, balance beginning | 279 | 245 |
Weighted-Average Exercise Price, balance beginning | $ 775.93 | $ 16,716 |
Options Outstanding, Grants | 13,833 | 34 |
Weighted-Average Exercise Price, Grants | $ 1,002 | $ 804 |
Options Outstanding, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Options outstanding, cancelled | ||
Weighted-Average Exercise Price, Cancelled | ||
Options outstanding, balance ending | 14,112 | 279 |
Weighted-Average Exercise Price, balance ending | $ 1.67 | $ 775.93 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED (Details) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Expected term (years) | 5 years | 5 years |
Expected stock price volatility | 220.36% | 280.82% |
Weighted-average risk-free interest rate | 4.169% | 3.65% |
Expected dividend | 0% | 0% |
SCHEDULE OF STOCK OPTIONS VESTE
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of Options, Outstanding | shares | 15,247 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 8 months 19 days |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 3,421.52 |
Number of Options, Exercisable | shares | 1,174 |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 11 months 4 days |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 23,955.81 |
Number of Options, Expected to vest | shares | 15,247 |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 8 months 19 days |
Weighted-Average Exercise Price, Expected to vest | $ / shares | $ 3,421.52 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock, Balance Beginning | 538 | 2 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ 639.22 | $ 1.07 |
Number of Restricted Stock, Shares of restricted stock granted | 19,676 | 536 |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | $ 225,000 | |
Number of Restricted Stock, Exercised | ||
Weighted-Average Fair Value of Restricted Stock, Exercised | ||
Number of Restricted Stock, Cancelled | ||
Weighted-Average Fair Value of Restricted Stock, Cancelled | ||
Number of Restricted Stock, Ending Beginning | 20,214 | 538 |
Weighted-Average Fair Value of Restricted Stock, Ending Beginning | $ 225,639 | $ 639.22 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD (Details) - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Awards, Vested | 5,288 | 2 |
Number of Restricted Stock Awards, Non-vested | 14,926 | 536 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Weighted average granted date fair value stock options granted | $ 15.12 | $ 804 |
Fair value of option vested | $ 300,129 | $ 1,341,002 |
Unrecognized compensation cost | 35,227 | 381,547 |
Restricted Stock [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Unrecognized compensation cost | $ 0 | $ 0 |
Share-based compensation, vesting period | 1 year | |
Maximum [Member] | Restricted Stock [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Share-based compensation, expiration term | 10 years | |
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Share-based compensation, expiration term | 10 years |
SUMMARY OF INTEREST EXPENSE (De
SUMMARY OF INTEREST EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Interest expense - convertible notes | $ 3,423,703 | $ 2,884,571 |
Interest expense - notes payable | 978,295 | 505,198 |
Interest expense - notes payable - related party | ||
Finance lease | 7,047 | |
Other | 281,698 | 45,473 |
Amortization of debt discount | 1,733,711 | 2,537,167 |
Interest expense | $ 6,417,407 | $ 5,979,456 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Operating Expenses | $ 6,637,214 | $ 5,784,408 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 341,437 | $ 112,062 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Shares issuance | 29,627 | |
Proceeds from Loans | $ 19,700 | |
Operating Expenses | 194,735 | |
Repayments of Debt | $ 193,560 | |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Shares issuance | 2,339 | |
Proceeds from Loans | $ 150,000 | |
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Shares issuance | 149,892 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 10, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 18, 2020 |
Subsequent Event [Line Items] | ||||
Principal amount | $ 100,000 | |||
accrued interest | $ 1,352,227 | $ 478,712 | ||
GS Capital Partners LLC [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 17,458 | |||
accrued interest | $ 5,732 | |||
Debt Conversion, Converted Instrument, Shares Issued | 13,469 |