Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | LandStar, Inc. | ||
Entity Central Index Key | 0001068689 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 42,240,144 | ||
Entity Common Stock, Shares Outstanding | 6,282,678,714 | ||
Trading Symbol | LDSR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 324,935 | $ 4,478 |
Prepaid expenses and other current assets | 1,500 | |
Total current assets | 326,435 | |
Other noncurrent assets: | ||
Intellectual property, net of accumulated amortization | 1,788,333 | |
Total assets | 2,114,768 | 4,478 |
Current liabilities: | ||
Accounts payable | 88,627 | 84,719 |
Accrued consulting expense | 87,500 | |
Deferred revenues | 28,951 | |
Interest payable | 43,394 | |
Note payable | 600,000 | |
Convertible notes payable, net of unamortized discount | 161,227 | 125,000 |
Derivative liability | 12,447,109 | 295,800 |
Due to related party | 287,084 | 106,329 |
Contingent liability | 520,000 | |
Total current liabilities | 14,263,892 | 611,848 |
Long-term liabilities: | ||
Convertible notes payable, net of unamortized discount | 158,250 | |
Total liabilities | 14,422,142 | 611,848 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 1,000,000 issued and outstanding as of December 31, 2018 and 2017 | 1,000 | 1,000 |
Common stock, $0.001 par value; 8,888,000,000 shares authorized; 5,112,210,803 and 3,947,676,982 issued and outstanding as of December 31, 2018 and 2017, respectively | 5,112,211 | 3,947,677 |
Additional paid-in capital | 3,582,959 | 1,356,164 |
Accumulated deficit | (21,003,544) | (5,912,211) |
Total stockholders' deficit | (12,307,374) | (607,370) |
Total liabilities and stockholders' deficit | $ 2,114,768 | $ 4,478 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 8,888,000,000 | 8,888,000,000 |
Common stock, shares issued | 5,112,210,803 | 3,947,676,982 |
Common stock, shares outstanding | 5,112,210,803 | 3,947,676,982 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 28,772 | |
Operating expenses: | ||
General and administrative | 1,067,901 | 24,284 |
Sales and marketing | 1,057,717 | 27,118 |
Research and development | 104,407 | 498 |
Total operating expenses | 2,230,025 | 51,900 |
Loss from operations | (2,201,253) | (51,900) |
Other (expense) income: | ||
Interest expense | (282,483) | (541) |
Loss on impairment of asset | (46,800) | |
Other income | 10,511 | 80 |
Gain on contingent liability | 700,000 | |
Loss from change in fair value of derivative liability | (13,271,308) | (276,100) |
Net loss | $ (15,091,333) | $ (328,462) |
Net loss per common share, basic and diluted | $ 0 | $ 0 |
Weighted-average common shares, basic and diluted | 4,362,162,920 | 3,947,676,982 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Convertible Preferred Series A [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 1,000 | $ 3,947,677 | $ 1,349,549 | $ (5,583,750) | $ (285,524) |
Balance, shares at Dec. 31, 2016 | 1,000,000 | 3,947,676,982 | |||
Additional paid-in capital to subsidiary | 6,615 | 6,615 | |||
Share-based compensation | |||||
Net loss | (328,462) | (328,462) | |||
Balance at Dec. 31, 2017 | $ 1,000 | $ 3,947,677 | 1,356,164 | (5,912,211) | (607,370) |
Balance, shares at Dec. 31, 2017 | 1,000,000 | 3,947,676,982 | |||
Common issued to settle debt | $ 1,000,000 | $ (950,000) | $ 50,000 | ||
Common issued to settle debt, shares | 1,000,000,000 | ||||
Common issuable to consultants | 407,322 | ||||
Acquisition of ARALOC™ | $ 164,534 | $ 735,466 | $ 900,000 | ||
Acquisition of ARALOC™, shares | 164,533,821 | ||||
Acquisition of ClassiDocs™ | 1,220,000 | 1,200,000 | |||
Acquisition of ClassiDocs™, shares | |||||
Share exchange with related party for Data443 | 1,220,000 | 1,220,000 | |||
Stock subscriptions | 500,000 | 500,000 | |||
Distribution to shareholder | (1,388,545) | (1,388,545) | |||
Warrants on stock subscriptions | (83,334) | (83,334) | |||
Share-based compensation | 585,886 | 585,886 | |||
Net loss | (15,091,333) | (15,091,333) | |||
Balance at Dec. 31, 2018 | $ 1,000 | $ 5,112,211 | $ 3,582,959 | $ (21,003,544) | $ (12,307,374) |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 5,112,210,803 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (15,091,333) | $ (328,462) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss from change in fair value of derivative liability | 13,271,308 | 276,100 |
Loss on impairment of asset | (46,800) | |
Gain on contingent liability | 700,000 | |
Consulting fees settled through common shares issuable | 407,322 | |
Share-based compensation expense | 585,886 | |
Amortization | 61,667 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,500) | |
Accounts payable | 3,908 | 5,475 |
Deferred revenues | 28,951 | |
Accrued interest | 43,394 | |
Due to related party | 180,755 | |
Accrued consulting expense | 87,500 | |
Net cash used in operating activities | (1,075,342) | 5,475 |
Cash flows from investing activities | ||
Acquisitions of intellectual property | (396,800) | |
Net cash used in investing activities | (396,800) | |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes payable | 1,285,000 | |
Proceeds from issuance of stock and member distributions | 507,599 | |
Net cash provided by financing activities | 1,792,599 | |
Net increase in cash | 320,457 | |
Cash as of beginning of year | 4,478 | |
Cash as of end of year | 324,935 | 4,478 |
Supplemental disclosure of cash flow information: | ||
Cash paid for the year for interest | 511 | |
Noncash investing and financing activities | ||
Settlement of convertible notes payable through issuance of common stock | 50,000 | |
Common stock issuable from acquisitions | 2,940,000 | |
Settlement of accrued interest through issuance of convertible notes payable | $ 19,680 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description LandStar, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998. The Company is developing products that enable secure data, at rest and in flight, across local devices, network, cloud, and databases. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2018 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. The comparative figures as of December 31, 2017 and for the year then ended include the accounts of the Company and the operations of Data 443 Risk Mitigation, Inc. and Myriad Software Productions, LLC from November 18, 2017 through December 31, 2017. Prior to the acquisition of Data 443 Risk Mitigation, Inc. and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that requires consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted 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. 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. The majority of the Company’s contracts are for subscription to ARALOC TM TM Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Common stock purchase warrants and derivative financial instruments - Beneficial Conversion Feature Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $585,886 in nonemployee share-based compensation expense for the year ended December 31, 2018. There was no share-based compensation expense for the year ended December 31, 2017. Determining the appropriate fair value model and the related assumptions requires judgment. There were no option grants during 2017. During 2018, the fair value of each option grant was estimated using a Black-Scholes option-pricing model on the date of the grant as follows: Nonemployees Estimated dividend yield 0.00 % Expected stock price volatility 306 % Weighted-average risk-free interest rate 2.67 % Expected life of options 5.00 Weighted-average fair value per share $ 0.0083 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 the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. 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. This assessment requires management to exercise significant judgment and make estimates with respect to its ability to generate taxable income in future periods. Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodology used for significant liabilities measured at fair value: Management determined that liabilities created by beneficial conversion features associated with the issuance of certain convertible notes payable (see Note 5), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined based on management’s estimate of the expected future cash flows required to settle the liabilities. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. Derivative liability as of December 31, 2016 $ 19,700 Change in fair value of derivative liability 276,100 Derivative liability as of December 31, 2017 $ 295,800 The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date $ 276,100 Derivative liability as of December 31, 2017 $ 295,800 Additions of new derivatives recognized as debt discounts 1,276,667 Additions of new derivatives recognized as loss on derivatives 716,948 Settled upon conversion of debt (Derivative resolution) (2,480,000 ) Reclassification from APIC to derivative due to tainted instruments 83,334 Loss on change in fair value of derivative liabilities 12,554,360 Derivative liability as of December 31, 2018 $ 12,447,109 The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date 10,999,360 Net Loss Per Common Share The Company calculates net loss per common share as a measurement of the Company’s performance while giving effect to all dilutive potential common shares that were outstanding during the reporting period. As the Company had a net loss for all periods presented, the inclusion of common stock options or other similar instruments would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same. 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 operating segment and all of the Company’s revenues and operations are currently in the United States. Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contacts with Customers: Principal Versus Agent Considerations Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases |
Retrospective Adjustments of Pr
Retrospective Adjustments of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Retrospective Adjustments of Previously Issued Financial Statements | NOTE 2: RETROSPECTIVE ADJUSTMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has retrospectively adjusted previously issued financial statements as of December 31, 2017, to reflect the consolidation of common controlled entities. Prior to the acquisition of Data 443 Risk Mitigation, Inc. and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that requires consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. The Company has consolidated the balance sheets of these affiliated entities as of the reporting date, as well as the results of operations from November 18, 2017 through December 31, 2017. The following sets forth the previously reported and restated amounts of selected items within the balance sheet and statement of operations as of and for the year ended December 31, 2017: 2017 As Previously Reported Adjustments As Adjusted Cash $ - $ 4,478 $ 4,478 Accounts payable 52,837 31,882 84,719 Due to related party 7,990 98,339 106,329 Additional paid-in capital 1,286,802 69,362 1,356,164 Stockholders’ deficit, December 31, 2017 5,717,106 195,105 5,912,211 Net loss for the year ended December 31, 2017 271,187 57,275 328,462 |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
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 (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future. During 2018, the Company has made two product acquisitions, ClassiDocs, and ARALOC TM |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 4: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following 2018 2017 Convertible notes payable 1) Originated in October 2014 $ 75,000 $ 125,000 2) Originated in September 2017 985,000 - 3) Originated in October 2018 110,000 - 4) Originated in October 2018 220,000 - 1,390,000 125,000 Debt discount and debt issuance cost (1,070,523 ) - 319,477 125,000 Less current portion of convertible notes payable 161,227 125,000 Long-term convertible notes payable $ 158,250 $ - During the year ended December 31, 2018 and 2017, the Company recognized interest expense of $43,394 and $0, and amortization of debt discount, included in interest expense of $236,144 and $0, respectively. 1) Non-interest bearing convertible note held by Blue Citi LLC (“Blue Citi”) for the original principal of $125,000, payable on demand and convertible at the option of the holder into common shares at the conversion price of $0.00005 per share. The outstanding principal for the convertible note was $75,000 and $125,000 as of December 31, 2018 and December 31, 2017. During the year ending December 31, 2018, Blue Citi converted $50,000 of this convertible note into 1,000,000,000 shares of common stock. The embedded conversion feature in this note created a BCF totaling approximately $7,800,000 as of December 31, 2018. 2) Convertible note held by Blue Citi for a total principal of $985,000 as of December 31, 2018. The note (i) accrues interest at the rate of 8% per annum; (ii) can be converted into shares of our common stock at a 10% discount to the lowest trading price during the ten consecutive trading days immediately preceding the date of conversion (40% discount upon an event of default under the note), and (iii) is due and payable upon the 18-month anniversary of its issuance. In September 2018, this convertible note was issued to Blue Citi in connection with a restructuring (the “Convertible Note Restructuring”) of previously outstanding convertible notes with Blue Citi. Immediately prior to the issuance of this note, various convertible notes totaling $810,000 were outstanding with Blue Citi, along with associated accrued interest total $19,680. The Company evaluated the terms of the conversion features of this convertible note in accordance with ASC 815, Derivatives and Hedging Expected term 15-18 months Expected stock price volatility 291-355 % Weighted-average risk-free interest rate 2.63-2.86 % Expected dividend $ 0.00 On the issuance date, the fair value of the derivative liability for the note that became convertible amounted to $1,399,179. $976,667 of the value assigned to the derivative liability was recognized as a debt discount on the convertible note which will be amortized over the life of the convertible note while the balance of $422,512 was recognized as a “day 1” derivative loss. During the year ended December 31, 2018, $1,877,152 was recorded as the change in fair value of the derivative liability within the consolidated statement of operations. As of December 31, 2018 a derivative liability totaling $3,276,331 was recorded. 3) Convertible note held by SMEA2Z, LLC for a total principal of $220,000 as of December 31, 2018. The note (i) accrues interest at the rate of 8% per annum; (ii) can be converted into shares of our common stock at a 30% discount to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and (iii) is due and payable upon the 9-month anniversary of its issuance, and (iv) has an original issue discount of $20,000. The Company evaluated the terms of the conversion features of this convertible note in accordance with ASC 815, Derivatives and Hedging Expected term 7-9 months Expected stock price volatility 164-211 % Weighted-average risk-free interest rate 2.56-2.58 % Expected dividend $ 0.00 On the issuance date, the fair value of the derivative liability for the note that became convertible amounted to $367,781. $200,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible note which will be amortized over the life of the convertible note while the balance of $167,781 was recognized as a “day 1” derivative loss. During the year ended December 31, 2018, $420,943 was recorded as the change in fair value of the derivative liability within the consolidated statement of operations. As of December 31, 2018 a derivative liability totaling $788,724 was recorded. 4) Convertible note held by AFT Funding Group, LLC for a total principal of $210,000 as of December 31, 2018. The note (i) accrues interest at the rate of 8% per annum; (ii) can be converted into shares of our common stock at a 30% discount to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and (iii) is due and payable upon the 9-month anniversary of its issuance, and (iv) has an original issue discount of $10,000. The Company evaluated the terms of the conversion features of this convertible note in accordance with ASC 815, Derivatives and Hedging Expected term 7-9 months Expected stock price volatility 167-214 % Weighted-average risk-free interest rate 2.56 % Expected dividend $ 0.00 As of December 31, 2018 a liability totaling $394,958 was recorded and is included in long-term liabilities. This derivative liability was recorded with $110,000 of the value recognized as a debt discount on the convertible note which will be amortized over the life of the convertible note, and the remaining balance of $79,377 included in the change in fair value of the derivative liability within the consolidated statement of operations as of December 31, 2018. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | NOTE 5: CAPITAL STOCK Preferred Stock The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001, of which 1,000,000 shares have been designated as Series A. As of December 31, 2018 and 2017, 1,000,000 shares of Series A were issued and outstanding. Each share of Series A is (i) convertible into 1,000 shares of common stock, and (ii) entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. All issued and outstanding shares of Series A Preferred Stock are held by Mr. Remillard. Common Stock The Company is authorized to issue 8,888,000,000 shares of common stock with a par value of $0.001 per share. All shares have equal voting rights, are non-assessable, and have one vote per share. The total number of shares of Company common stock issued and outstanding as of December 31, 2018 and 2017, respectively, was 5,112,210,803 and 3,947,676,982. On or about January 26, 2018, the Company committed to issue 1,200,000,000 shares to Myriad, a company wholly owned by the Chief Executive Officer and controlling shareholder Mr. Remillard, as part of the payment for the Company’s purchase of ClassiDocs from Myriad. Those shares will now be issued to Mr. Remillard pursuant to instructions from Myriad. While not yet issued as of this filing, these shares have been recorded as common shares issuable and included in additional paid-in capital within the consolidated financial statements as of December 31, 2018. These shares have not been included in the total number of issued and outstanding shares reflected herein. During June 2018, the Company committed to issue 100,000,000 shares to Mr. Remillard, and an additional estimated 100,000,000 shares as an earn out, to Mr. Remillard, under the transaction in which the Company acquired all of the shares of Data443. While not yet issued as of this filing, the shares committed to Mr. Remillard have been recorded as common shares issuable and included in additional paid-in capital, and the earn out shares have been reflected as a contingent liability for common stock issuable within the consolidated financial statements as of December 31, 2018. These shares have not been included in the total number of issued and outstanding shares reflected herein. The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001, of which 1,000,000 shares have been designated as Series A. As of December 31, 2017 and 2016, 1,000,000 shares of Series A were issued and outstanding, and each share of Series A was (i) convertible into 1,000 shares of common stock, and (ii) entitled to vote 1,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. All issued and outstanding shares of Series A Preferred Stock are held by Mr. Jason Remillard, (“Mr. Remillard”) sole director and sole officer of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6: 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: 2018 2017 Noncurrent: Deferred tax assets: Tax loss $ 1,776,000 $ 1,250,100 Valuation allowance (1,776,000 ) (1,250,100 ) Total deferred tax assets, noncurrent $ - $ - The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. During 2018 the valuation allowance increased by $525,900. The Company has net operating and economic loss carry-forwards of approximately $7,772,000 available to offset future federal and state taxable income. A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and our blended state income tax rate of 2.0%, and the income tax net expense included in the consolidated statements of operations for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Anticipated income tax benefit at statutory rate $ (3,331,900 ) (92,200 ) State income tax expense, net of federal tax effect (317,300 ) (5,400 ) Non-deductible expenses 3,124,600 99,300 Increase/(decrease) in valuation allowance 525,900 (691,400 ) Change in federal tax rate - 707,300 Change in state tax rate - (17,400 ) Other (1,300 ) (200 ) Income tax benefit $ - $ - The effective tax rate of 3.3% differs from our statutory rate of 23% primarily due to the effect of non-deductible expenses. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Share-Based Compensation | NOTE 7: SHARE-BASED COMPENSATION Stock Options During 2018, the Company granted options for the purchase of the Company’s common stock to certain 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 anniversary date of the grant and have a maximum term of ten years. The following summarizes the stock option activity for the twelve -month period ended December 31, 2018: Weighted- Average Available for Options Exercise Grant Outstanding Price Balance as of January 1, 2018 - - $ - Authorization of awards 225,658,413 - - Grants of stock options (225,658,413 ) 225,658,413 0.0046 Cancelled stock options - (90,338,859 ) 0.0043 Balance as of December 31, 2018 - 135,319,554 $ 0.0046 The following summarizes certain information about stock options vested and expected to vest as of December 31, 2018: Weighted-Average Weighted- Remaining Average Number of Contractual Life Exercise Options (In Years) Price Outstanding 135,319,554 9.74 $ 0.0048 Exercisable - - - Expected to vest 135,319,554 9.74 $ 0.0048 As of December 31, 2018, there was approximately $413,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized within the next year. Restricted Stock Awards During 2018, 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 and have a maximum term of ten years. The following summarizes the non-vested restricted stock activity for the year ended December 31, 2018: Weighted-Average Shares Fair Value Non-vested as of January 1, 2018 - - Shares of restricted stock reserved 99,876,158 0.0051 Non-vested as of December 31, 2018 99,876,158 0.0051 Share-based compensation expense for restricted stock grants during the year ended December 31, 2018, was approximately $351,000. As of December 31, 2018, there was approximately $291,000 of total unrecognized compensation cost related to non-vested share-based compensation, which is expected to be recognized over the next year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8: RELATED PARTY TRANSACTIONS Jason Remillard is our sole director and sole director. Through his ownership of Series A Preferred Shares, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. In January 2018 the Company acquired substantially all of the assets of Myriad Software Productions, LLC, which is owned 100% by Mr. Remillard. Those assets were comprised of the software program known as ClassiDocs, and all intellectual property and goodwill associated therewith. This acquisition changed the Company’s status to no longer being a “shell” under applicable securities rules. In consideration for the acquisition, the Company agreed to a purchase price of $1,500,000 comprised of (i) $50,000 paid at closing; (ii) $250,000 in the form of our promissory note; and, (iii) $1,200,000 in shares of our common stock, valued as of the closing, which equated to 1,200,000,000 shares of our common stock. The shares have not yet been issued and are not included as part of the issued and outstanding shares of the Company. However, these shares have been recorded as additional paid in capital within our consolidated financial statements for the period ending 31 December 2018. In June 2018 the Company acquired all of the issued and outstanding shares of stock of Data443 Risk Mitigation, Inc. (the “ Share Exchange Earn Out Date Earn Out Shares 2018 Contingent liability for common shares issuable: Original liability on date of agreement $ 1,220,000 Gain on contingent liability (700,000 ) Contingent liability for common shares issuable $ 520,000 During 2018 and 2017, Mr. Remillard made certain advances to the Company totaling $287,084 and $106,329, respectively, to be used for operating expenses. As of December 31, 2018, $28,084 was included in due from related party for those advances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9: SUBSEQUENT EVENTS On 15 January 2019 the Company converted $5,000 of a promissory note into 100,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On 06 February 2019 the Company agreed to issue a total of 418,451,781 restricted shares of its common stock for subscriptions of $500,000. The Company received the entire amount of the proceeds. In connection with the issuance of the shares, the Company also agreed to issue to the subscribers warrants to acquire a total of 218,413,977 shares of our common stock at a strike price of $0.0029 per share, with a cashless exercise feature and a five (5) year term. The issuance was exempt under Section 4(a)(2) of the Securities Act. On 07 February 2019 the Company converted $20,000 of a promissory note into 400,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On 07 February 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail Welch |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Business Description | Business Description LandStar, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998. The Company is developing products that enable secure data, at rest and in flight, across local devices, network, cloud, and databases. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2018 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. The comparative figures as of December 31, 2017 and for the year then ended include the accounts of the Company and the operations of Data 443 Risk Mitigation, Inc. and Myriad Software Productions, LLC from November 18, 2017 through December 31, 2017. Prior to the acquisition of Data 443 Risk Mitigation, Inc. and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that requires consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted 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. |
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. The majority of the Company’s contracts are for subscription to ARALOC TM TM |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Common stock purchase warrants and derivative financial instruments - Beneficial Conversion Feature |
Share-Based Compensation | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $585,886 in nonemployee share-based compensation expense for the year ended December 31, 2018. There was no share-based compensation expense for the year ended December 31, 2017. Determining the appropriate fair value model and the related assumptions requires judgment. There were no option grants during 2017. During 2018, the fair value of each option grant was estimated using a Black-Scholes option-pricing model on the date of the grant as follows: Nonemployees Estimated dividend yield 0.00 % Expected stock price volatility 306 % Weighted-average risk-free interest rate 2.67 % Expected life of options 5.00 Weighted-average fair value per share $ 0.0083 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 the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. 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. This assessment requires management to exercise significant judgment and make estimates with respect to its ability to generate taxable income in future periods. |
Fair Value Measurements | Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodology used for significant liabilities measured at fair value: Management determined that liabilities created by beneficial conversion features associated with the issuance of certain convertible notes payable (see Note 5), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined based on management’s estimate of the expected future cash flows required to settle the liabilities. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. Derivative liability as of December 31, 2016 $ 19,700 Change in fair value of derivative liability 276,100 Derivative liability as of December 31, 2017 $ 295,800 The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date $ 276,100 Derivative liability as of December 31, 2017 $ 295,800 Additions of new derivatives recognized as debt discounts 1,276,667 Additions of new derivatives recognized as loss on derivatives 716,948 Settled upon conversion of debt (Derivative resolution) (2,480,000 ) Reclassification from APIC to derivative due to tainted instruments 83,334 Loss on change in fair value of derivative liabilities 12,554,360 Derivative liability as of December 31, 2018 $ 12,447,109 The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date 10,999,360 |
Net Loss Per Common Share | Net Loss Per Common Share The Company calculates net loss per common share as a measurement of the Company’s performance while giving effect to all dilutive potential common shares that were outstanding during the reporting period. As the Company had a net loss for all periods presented, the inclusion of common stock options or other similar instruments would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same. |
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 operating segment and all of the Company’s revenues and operations are currently in the United States. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contacts with Customers: Principal Versus Agent Considerations Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assumptions Using Black-Scholes Option-Pricing Model | During 2018, the fair value of each option grant was estimated using a Black-Scholes option-pricing model on the date of the grant as follows: Nonemployees Estimated dividend yield 0.00 % Expected stock price volatility 306 % Weighted-average risk-free interest rate 2.67 % Expected life of options 5.00 Weighted-average fair value per share $ 0.0083 |
Schedule of Derivative Liability on Unobservable Inputs | This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. Derivative liability as of December 31, 2016 $ 19,700 Change in fair value of derivative liability 276,100 Derivative liability as of December 31, 2017 $ 295,800 The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date $ 276,100 Derivative liability as of December 31, 2017 $ 295,800 Additions of new derivatives recognized as debt discounts 1,276,667 Additions of new derivatives recognized as loss on derivatives 716,948 Settled upon conversion of debt (Derivative resolution) (2,480,000 ) Reclassification from APIC to derivative due to tainted instruments 83,334 Loss on change in fair value of derivative liabilities 12,554,360 Derivative liability as of December 31, 2018 $ 12,447,109 The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date 10,999,360 |
Retrospective Adjustments of _2
Retrospective Adjustments of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Restatement of Previously Issued Financial Statements | The following sets forth the previously reported and restated amounts of selected items within the balance sheet and statement of operations as of and for the year ended December 31, 2017: 2017 As Previously Reported Adjustments As Adjusted Cash $ - $ 4,478 $ 4,478 Accounts payable 52,837 31,882 84,719 Due to related party 7,990 98,339 106,329 Additional paid-in capital 1,286,802 69,362 1,356,164 Stockholders’ deficit, December 31, 2017 5,717,106 195,105 5,912,211 Net loss for the year ended December 31, 2017 271,187 57,275 328,462 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following 2018 2017 Convertible notes payable 1) Originated in October 2014 $ 75,000 $ 125,000 2) Originated in September 2017 985,000 - 3) Originated in October 2018 110,000 - 4) Originated in October 2018 220,000 - 1,390,000 125,000 Debt discount and debt issuance cost (1,070,523 ) - 319,477 125,000 Less current portion of convertible notes payable 161,227 125,000 Long-term convertible notes payable $ 158,250 $ - |
Blue Citi LLC [Member] | |
Schedule of Value of the Conversion Feature Using the Binomial Valuation Model | The Company determined the value of the conversion feature using the binomial valuation model as follows: Expected term 15-18 months Expected stock price volatility 291-355 % Weighted-average risk-free interest rate 2.63-2.86 % Expected dividend $ 0.00 |
SMEA2Z, LLC [Member] | |
Schedule of Value of the Conversion Feature Using the Binomial Valuation Model | The Company determined the value of the conversion feature using the binomial valuation model as follows: Expected term 7-9 months Expected stock price volatility 164-211 % Weighted-average risk-free interest rate 2.56-2.58 % Expected dividend $ 0.00 |
AFT Funding Group, LLC [Member] | |
Schedule of Value of the Conversion Feature Using the Binomial Valuation Model | The Company determined the value of the conversion feature using the binomial valuation model as follows: Expected term 7-9 months Expected stock price volatility 167-214 % Weighted-average risk-free interest rate 2.56 % Expected dividend $ 0.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of December 31: 2018 2017 Noncurrent: Deferred tax assets: Tax loss $ 1,776,000 $ 1,250,100 Valuation allowance (1,776,000 ) (1,250,100 ) Total deferred tax assets, noncurrent $ - $ - |
Schedule of Statutory Federal Income Tax Rate Losses Before Income Tax | 2018 2017 Anticipated income tax benefit at statutory rate $ (3,331,900 ) (92,200 ) State income tax expense, net of federal tax effect (317,300 ) (5,400 ) Non-deductible expenses 3,124,600 99,300 Increase/(decrease) in valuation allowance 525,900 (691,400 ) Change in federal tax rate - 707,300 Change in state tax rate - (17,400 ) Other (1,300 ) (200 ) Income tax benefit $ - $ - |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The following summarizes the stock option activity for the twelve -month period ended December 31, 2018: Weighted- Average Available for Options Exercise Grant Outstanding Price Balance as of January 1, 2018 - - $ - Authorization of awards 225,658,413 - - Grants of stock options (225,658,413 ) 225,658,413 0.0046 Cancelled stock options - (90,338,859 ) 0.0043 Balance as of December 31, 2018 - 135,319,554 $ 0.0046 |
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, 2018: Weighted-Average Weighted- Remaining Average Number of Contractual Life Exercise Options (In Years) Price Outstanding 135,319,554 9.74 $ 0.0048 Exercisable - - - Expected to vest 135,319,554 9.74 $ 0.0048 |
Schedule of Nonvested Restricted Stock Activity | The following summarizes the non-vested restricted stock activity for the year ended December 31, 2018: Weighted-Average Shares Fair Value Non-vested as of January 1, 2018 - - Shares of restricted stock reserved 99,876,158 0.0051 Non-vested as of December 31, 2018 99,876,158 0.0051 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Contingent Liability for Common Shares Issuable | The contingent liability was recorded during 2018 as follows: 2018 Contingent liability for common shares issuable: Original liability on date of agreement $ 1,220,000 Gain on contingent liability (700,000 ) Contingent liability for common shares issuable $ 520,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)Numbershares | Dec. 31, 2017USD ($)shares | |
Share-based compensation expense | $ | $ 585,886 | |
Number of options granted | shares | 225,658,413 | |
Income tax, description | The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | |
Number of operating segments | Number | 1 | |
Nonemployee [Member] | ||
Share-based compensation expense | $ | $ 585,886 | |
Number of options granted | shares |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value of Assumptions Using Black-Scholes Option-Pricing Model (Details) - Nonemployee [Member] | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Estimated dividend yield | 0.00% |
Expected stock price volatility | 3.06% |
Weighted-average risk-free interest rate | 2.67% |
Expected life of options | 5 years |
Weighted-average fair value per share | $ 0.0083 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Derivative Liability on Unobservable Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Derivative liability as of December 31, 2017 | $ 295,800 | $ 19,700 |
Addition of new derivatives recognized as debt discounts | 1,276,667 | |
Additions of new derivatives recognized as loss on derivatives | 716,948 | |
Settled upon conversion of debt (Derivative resolution) | (2,480,000) | |
Reclassification from APIC to derivative due to tainted instruments | 83,334 | |
Loss on change in fair value of derivative liabilities | (13,271,308) | (276,100) |
Derivative liability as of December 31, 2018 | 12,447,109 | 295,800 |
The amount of net loss for the period attributable to the unrealized losses relating to liability still held at the reporting date | $ 10,999,360 | $ 276,100 |
Retrospective Adjustments of _3
Retrospective Adjustments of Previously Issued Financial Statements - Summary of Restatement of Previously Issued Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash | $ 324,935 | $ 4,478 | |
Accounts payable | 88,627 | 84,719 | |
Due to related party | 287,084 | 106,329 | |
Additional paid-in capital | 3,582,959 | 1,356,164 | |
Stockholders' deficit, December 31, 2017 | 21,003,544 | 5,912,211 | |
Net loss for the year ended December 31, 2017 | $ 15,091,333 | 328,462 | |
As Previously Reported [Member] | |||
Cash | |||
Accounts payable | 52,837 | ||
Due to related party | 7,990 | ||
Additional paid-in capital | 1,286,802 | ||
Stockholders' deficit, December 31, 2017 | 5,717,106 | ||
Net loss for the year ended December 31, 2017 | 271,187 | ||
Adjustments of Errors [Member] | |||
Cash | 4,478 | ||
Accounts payable | 31,882 | ||
Due to related party | 98,339 | ||
Additional paid-in capital | 69,362 | ||
Stockholders' deficit, December 31, 2017 | 195,105 | ||
Net loss for the year ended December 31, 2017 | $ 57,275 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest expense | $ 43,394 | $ 0 | |||
Amortization of debt discount | 236,144 | 0 | |||
Convertible outstanding amount | 161,227 | 125,000 | |||
Loss on derivative | $ 12,654,360 | 276,100 | |||
Blue Citi LLC [Member] | |||||
Debt converted into common stock, shares | 50,000 | ||||
Number of shares issued for the period | 1,000,000,000 | ||||
Embedded conversion feature amount | $ 7,800,000 | ||||
Blue Citi LLC [Member] | Non-Interest Bearing Convertible Note [Member] | |||||
Debt instrument principal amount | $ 125,000 | ||||
Debt conversion price | $ 0.00005 | ||||
Convertible outstanding amount | $ 75,000 | $ 125,000 | |||
Blue Citi LLC [Member] | Convertible Note [Member] | |||||
Debt instrument principal amount | $ 985,000 | ||||
Debt interest rate | 8.00% | ||||
Debt discount rate | 10.00% | ||||
Debt conversion, description | The note (i) accrues interest at the rate of 8% per annum; (ii) can be converted into shares of our common stock at a 10% discount to the lowest trading price during the ten consecutive trading days immediately preceding the date of conversion (40% discount upon an event of default under the note), and (iii) is due and payable upon the 18-month anniversary of its issuance. | ||||
Blue Citi LLC [Member] | Convertible Note Restructuring [Member] | |||||
Debt instrument principal amount | $ 810,000 | ||||
Accrued interest | $ 19,680 | ||||
Blue Citi LLC [Member] | Convertible Note One [Member] | |||||
Fair value of derivative liabilities | $ 1,399,179 | ||||
Derivative liability | 976,667 | $ 3,276,331 | |||
Loss on derivative | $ 422,512 | ||||
Change in fair value of derivative liability | 1,877,152 | ||||
SMEA2Z, LLC [Member] | Convertible Note [Member] | |||||
Debt instrument principal amount | $ 220,000 | ||||
Debt interest rate | 8.00% | ||||
Debt discount rate | 30.00% | ||||
Debt conversion, description | The note (i) accrues interest at the rate of 8% per annum; (ii) can be converted into shares of our common stock at a 30% discount to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and (iii) is due and payable upon the 9-month anniversary of its issuance, and (iv) has an original issue discount of $20,000. | ||||
Fair value of derivative liabilities | $ 367,781 | ||||
Derivative liability | 200,000 | $ 788,724 | |||
Loss on derivative | $ 167,781 | ||||
Change in fair value of derivative liability | 420,943 | ||||
Original Issue Discount | 20,000 | ||||
AFT Funding Group, LLC [Member] | Convertible Note [Member] | |||||
Debt instrument principal amount | $ 210,000 | ||||
Debt interest rate | 8.00% | ||||
Debt discount rate | 30.00% | ||||
Debt conversion, description | The note (i) accrues interest at the rate of 8% per annum; (ii) can be converted into shares of our common stock at a 30% discount to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and (iii) is due and payable upon the 9-month anniversary of its issuance, and (iv) has an original issue discount of $10,000. | ||||
Derivative liability | $ 110,000 | ||||
Change in fair value of derivative liability | 79,377 | ||||
Original Issue Discount | 10,000 | ||||
Long term liabilities | $ 394,958 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible notes payable | $ 1,390,000 | $ 125,000 |
Debt discount and debt issuance cost | (1,070,523) | |
Convertible notes payable gross | 319,477 | 125,000 |
Less current portion of convertible notes payable | 161,227 | 125,000 |
Long-term convertible notes payable | 158,250 | |
Originated in October 2014 [Member] | ||
Convertible notes payable | 75,000 | 125,000 |
Originated in September 2017 [Member] | ||
Convertible notes payable | 985,000 | |
Originated in October 2018 [Member] | ||
Convertible notes payable | 110,000 | |
Originated in October 2018 One [Member] | ||
Convertible notes payable | $ 220,000 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Value of the Conversion Feature Using the Binomial Valuation Model (Details) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Expected Term [Member] | Blue Citi LLC [Member] | Minimum [Member] | |
Fair value measurement input, term | 15 months |
Expected Term [Member] | Blue Citi LLC [Member] | Maximum [Member] | |
Fair value measurement input, term | 18 months |
Expected Term [Member] | SMEA2Z, LLC [Member] | Minimum [Member] | |
Fair value measurement input, term | 7 months |
Expected Term [Member] | SMEA2Z, LLC [Member] | Maximum [Member] | |
Fair value measurement input, term | 9 months |
Expected Term [Member] | AFT Funding Group, LLC [Member] | Minimum [Member] | |
Fair value measurement input, term | 7 months |
Expected Term [Member] | AFT Funding Group, LLC [Member] | Maximum [Member] | |
Fair value measurement input, term | 9 months |
Expected Stock Price Volatility [Member] | Blue Citi LLC [Member] | Minimum [Member] | |
Fair value measurement input, percentages | 291.00% |
Expected Stock Price Volatility [Member] | Blue Citi LLC [Member] | Maximum [Member] | |
Fair value measurement input, percentages | 355.00% |
Expected Stock Price Volatility [Member] | Smea2z LLC [Member] | Minimum [Member] | |
Fair value measurement input, percentages | 164.00% |
Expected Stock Price Volatility [Member] | Smea2z LLC [Member] | Maximum [Member] | |
Fair value measurement input, percentages | 211.00% |
Expected Stock Price Volatility [Member] | AFT Funding Group, LLC [Member] | Minimum [Member] | |
Fair value measurement input, percentages | 167.00% |
Expected Stock Price Volatility [Member] | AFT Funding Group, LLC [Member] | Maximum [Member] | |
Fair value measurement input, percentages | 214.00% |
Weighted-average Risk Free Interest Rate [Member] | Blue Citi LLC [Member] | Minimum [Member] | |
Fair value measurement input, percentages | 2.63% |
Weighted-average Risk Free Interest Rate [Member] | Blue Citi LLC [Member] | Maximum [Member] | |
Fair value measurement input, percentages | 2.86% |
Weighted-average Risk Free Interest Rate [Member] | Smea2z LLC [Member] | Minimum [Member] | |
Fair value measurement input, percentages | 2.56% |
Weighted-average Risk Free Interest Rate [Member] | Smea2z LLC [Member] | Maximum [Member] | |
Fair value measurement input, percentages | 2.58% |
Weighted-average Risk Free Interest Rate [Member] | AFT Funding Group, LLC [Member] | |
Fair value measurement input, percentages | 2.56% |
Expected Yield [Member] | Blue Citi LLC [Member] | |
Fair value measurement input, per share | $ 0 |
Expected Yield [Member] | Smea2z LLC [Member] | |
Fair value measurement input, per share | 0 |
Expected Yield [Member] | AFT Funding Group, LLC [Member] | |
Fair value measurement input, per share | $ 0 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - $ / shares | Jan. 26, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||
Common stock, shares authorized | 8,888,000,000 | 8,888,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 5,112,210,803 | 3,947,676,982 | |||
Common stock, shares outstanding | 5,112,210,803 | 3,947,676,982 | |||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | ||||
Myriad Software Productions, LLC [Member] | Mr. Remillard [Member] | |||||
Number of shares issued for the period | 1,200,000,000 | ||||
Data443 Risk Mitigation, Inc [Member] | Mr. Remillard [Member] | |||||
Number of shares issued for the period | 100,000,000 | ||||
Additional estimated shares | 100,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, designated shares | 1,000,000 | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||
Debt converted of common stock, shares | 1,000 | 1,000 | |||
Preferred stock voting rights | Entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | Entitled to vote 1,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase (decrease) | $ 525,900 |
Net operating and economic loss carryforwards | $ 7,772,000 |
Federal income tax rate | 21.00% |
State income tax rate | 2.00% |
Change in effective tax rate | 3.30% |
Statutory rate effect of non-deductible expenses | 23.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets: Tax loss | $ 1,776,000 | $ 1,250,100 |
Deferred tax assets: Valuation allowance | (1,776,000) | (1,250,100) |
Total deferred tax assets, noncurrent |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate Losses Before Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Anticipated income tax benefit at statutory rate | $ (3,331,900) | $ (92,200) |
State income tax expense, net of federal tax effect | (317,300) | (5,400) |
Non-deductible expenses | 3,124,600 | 99,300 |
Increase/(decrease) in valuation allowance | 525,900 | (691,400) |
Change in federal tax rate | 707,300 | |
Change in state tax rate | (17,400) | |
Other | (1,300) | (200) |
Income tax benefit |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based compensation expenses | $ 585,886 | |
Restricted Stock [Member] | ||
Share-based compensation, vesting period | 1 year | |
Share-based compensation, expiration term | 10 years | |
Unrecognized compensation and unvested | $ 291,000 | |
Share-based compensation expenses | $ 351,000 | |
Stock Options [Member] | ||
Share-based compensation, vesting period | 1 year | |
Share-based compensation, expiration term | 10 years | |
Unrecognized compensation and unvested | $ 413,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Available for Grant, Beginning Balance | |
Available for Grant, Authorization of Awards | 225,658,413 |
Available for Grant, Grants of Stock Options | (225,658,413) |
Available for Grant, Cancelled stock options | |
Available for Grant, Ending Balance | |
Options Outstanding, Beginning Balance | |
Options Outstanding, Authorization of Awards | |
Options Outstanding, Grants of Stock Options | 225,658,413 |
Options Outstanding, Cancelled stock options | (90,338,859) |
Options Outstanding, Ending Balance | 135,319,554 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Authorization of Awards | $ / shares | |
Weighted Average Exercise Price, Grants of Stock Options | $ / shares | 0.0046 |
Weighted Average Exercise Price, Cancelled stock options | $ / shares | 0.0043 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.0046 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock Options Vested and Expected to Vest (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding | shares | 135,319,554 |
Number of Options, Exercisable | shares | |
Number of Options, Expected to vest | shares | 135,319,554 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 8 months 26 days |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 0 years |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 8 months 26 days |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 0.0048 |
Weighted-Average Exercise Price, Exercisable | $ / shares | |
Weighted-Average Exercise Price, Expected to vest | $ / shares | $ 0.0048 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Nonvested Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Beginning Balance, Shares | shares | |
Shares of Restricted Stock Reserved, Shares | shares | 99,876,158 |
Ending Balance, Shares | shares | 99,876,158 |
Beginning Balance, Weighted-average Fair Value | $ / shares | |
Shares of Restricted Stock Reserved, Weighted-average Fair Value | $ / shares | 0.0051 |
Ending Balance, Weighted-average Fair Value | $ / shares | $ 0.0051 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Data443 Risk Mitigation, Inc [Member] | ||||
Ownership percentage | 100.00% | |||
Mr. Remillard [Member] | ||||
Purchase consideration, common stock shares issuable | $ 1,200,000,000 | |||
Advances from related party | $ 287,084 | $ 106,329 | ||
Due from related party | $ 28,084 | |||
Mr. Remillard [Member] | Myriad Software Productions, LLC [Member] | ||||
Ownership percentage | 100.00% | |||
Purchase consideration | $ 1,500,000 | |||
Purchase consideration, paid at closing | 50,000 | |||
Purchase consideration, promissory note | 250,000 | |||
Purchase consideration, common stock shares issuable | $ 1,200,000 | |||
Mr. Remillard [Member] | Data443 Risk Mitigation, Inc [Member] | ||||
Purchase consideration, common stock shares issuable | $ 100,000,000 | |||
Purchase consideration, description | One hundred million (100,000,000) shares of our common stock; and (b) On the eighteen (18) month anniversary of the closing of the Share Exchange (the “Earn Out Date”), an additional 100,000,000 shares of our common stock (the “Earn Out Shares”) provided that Data 443 has at least an additional $1MM in revenue by the Earn Out Date (not including revenue directly from acquisitions) |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Contingent Liability for Common Shares Issuable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Original liability on date of agreement | $ 1,220,000 | |
Gain on contingent liability | (700,000) | |
Contingent liability for common shares issuable | $ 520,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 07, 2019 | Feb. 06, 2019 | Jan. 15, 2019 |
Exclusive License Agreement [Member] | Arcmail Technology [Member] | |||
License agreement, description | Rory Welch, the CEO of ArcMail ("Welch"), shall continue to serve as ArcMail's CEO. 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, (iv) on month 18, final payment in the amount of $765,000. 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 Welch (the right can be exercised over a period of 27-months); and, (b) a Business Covenants Agreement, under which ArcMail and Welch agreed to not compete with the Company's use of the ArcMail business under the License for a period of twenty four (24) months. | ||
License agreement, term | 27 months | ||
License agreement, amount | $ 200,000 | ||
Exclusive License Agreement [Member] | Arcmail Technology [Member] | Rory Welch [Member] | |||
Percentage of right to acquire issued and outstanding of stock | 100.00% | ||
Exclusive License Agreement [Member] | Arcmail Technology [Member] | 1 - 6 Months [Member] | |||
License agreement, amount per month | $ 25,000 | ||
Exclusive License Agreement [Member] | Arcmail Technology [Member] | 7 - 17 Months [Member] | |||
License agreement, amount per month | 30,000 | ||
Exclusive License Agreement [Member] | Arcmail Technology [Member] | Final Payment [Member] | |||
License agreement, amount per month | 765,000 | ||
Promissory Note [Member] | |||
Debt converted into common stock, amount | $ 20,000 | $ 5,000 | |
Debt converted into common stock, shares | 400,000,000 | 100,000,000 | |
Number of common stock restricted shares issued | 418,451,781 | ||
Number of common stock restricted shares issued, subscriptions | $ 500,000 | ||
Number of warrants to acquire common stock | 218,413,977 | ||
Warrant strike price per share | $ 0.0029 |