Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Data443 Risk Mitigation, Inc. |
Entity Central Index Key | 0001068689 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash | $ 482,715 | $ 18,673 | $ 324,935 |
Accounts receivable | 76,977 | 63,556 | |
Inventory | 8,301 | 8,301 | |
Prepaid expense and other current assets | 721 | 807 | 1,500 |
Total current assets | 568,714 | 91,337 | 326,435 |
Property and equipment, net | 300,422 | 100,127 | |
Operating lease right-of-use assets, net | 265,613 | 395,388 | |
Intellectual property, net of accumulated amortization | 2,243,679 | 3,141,938 | 1,788,333 |
Deposits | 31,440 | 20,944 | |
Total Assets | 3,409,868 | 3,749,734 | 2,114,768 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 153,902 | 379,325 | 88,627 |
Payroll liabilities | 111,097 | 28,870 | |
Accrued consulting expense | 87,500 | ||
Deferred revenue | 1,419,556 | 728,749 | 28,951 |
Interest payable | 120,004 | 59,979 | 43,394 |
Notes payable | 600,000 | ||
Convertible notes payable, net of unamortized discount | 2,413,367 | 3,212,786 | 161,227 |
Derivative liability | 3,243,819 | 2,601,277 | 12,447,109 |
Due to a related party | 638,345 | 1,103,314 | 287,084 |
License fee payable | 1,094,691 | 1,094,691 | |
Operating lease liability | 89,903 | 86,372 | |
Finance lease liability | 87,901 | 34,425 | |
Contingent liability | 520,000 | ||
Total Current Liabilities | 9,656,268 | 9,494,908 | 14,263,892 |
Notes payable - non-current | 547,025 | ||
Deferred revenues - non-current | 49,237 | 224,797 | |
Convertible notes payable, net of unamortized discount - non-current | 158,250 | ||
Operating lease liability - non-current | 256,258 | 373,000 | |
Finance lease liability - non-current | 106,774 | 53,480 | |
Total Liabilities | 10,615,562 | 10,146,185 | |
Stockholders' Deficit | |||
Preferred stock value | 1 | ||
Common stock value | 607,977 | 9,692 | 6,816 |
Additional paid in capital | 28,051,429 | 15,204,771 | 8,689,353 |
Accumulated deficit | (35,865,250) | (21,610,915) | (21,003,544) |
Total Stockholders' Deficit | (7,205,694) | (6,396,451) | (12,307,374) |
Total Liabilities and Stockholders' Deficit | 3,409,868 | 3,749,734 | 2,114,768 |
Series A Preferred Stock [Member] | |||
Stockholders' Deficit | |||
Preferred stock value | 150 | 1 | |
Total Stockholders' Deficit | $ 150 | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 | Dec. 31, 2019 | Oct. 28, 2019 | Oct. 14, 2019 | Jun. 21, 2019 | Jun. 20, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 337,500 | 337,500 | 337,500 | 337,500 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 1,334 | 1,334 | 100,000 | 1,334 | ||||||
Preferred stock, shares outstanding | 1,334 | 1,334 | 100,000 | 1,334 | ||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | 1,500,000,000 | 60,000,000 | 15,000,000,000 | 8,888,000,000 | 60,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 607,977,018 | 9,692,065 | 7,282,678,714 | 9,710,239 | 6,816,281 | |||||
Common stock, shares outstanding | 607,977,018 | 9,692,065 | 7,282,678,714 | 9,710,239 | 6,816,281 | |||||
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 | 150,000 | 1,334 | 1,334 | |||||||
Preferred stock, shares outstanding | 150,000 | 1,334 | 1,334 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Revenue | $ 700,275 | $ 628,382 | $ 1,644,087 | $ 1,129,785 | $ 1,453,413 | $ 28,772 |
Cost of revenue | 108,363 | 47,236 | 161,749 | 86,982 | (117,106) | |
Gross profit | 591,912 | 581,146 | 1,482,338 | 1,042,803 | 1,336,307 | 28,772 |
Operating expenses | ||||||
General and administrative | 858,205 | 1,328,359 | 3,949,635 | 3,200,434 | 4,796,652 | 1,067,901 |
Sales and marketing | 3,010 | 79,552 | 151,221 | 461,146 | 469,529 | 1,057,717 |
Research and development | 4,205 | 4,205 | 104,407 | |||
Total operating expenses | 861,215 | 1,407,911 | 4,100,856 | 3,665,785 | 5,270,386 | 2,230,025 |
Net loss from operations | (269,303) | (826,765) | (2,618,518) | (2,622,982) | (3,934,079) | (2,201,253) |
Other income (expense) | ||||||
Interest expense | (618,934) | (392,564) | (1,691,099) | (1,056,391) | (1,761,823) | (282,483) |
Loss on impairment of intangible asset | (1,328,638) | (46,800) | ||||
Other income | 10,511 | |||||
Gain on contingent liability | (10,000) | 440,000 | 450,000 | 700,000 | ||
Loss on settlement on debt | (191,833) | (245,833) | (1,271,329) | |||
Change in fair value of derivative liability | (420,070) | (1,967,072) | (9,698,885) | 7,266,703 | 7,238,498 | (13,271,308) |
Total other income (expense) | (1,230,837) | (2,369,636) | (11,635,817) | 6,650,312 | 3,326,708 | (12,890,080) |
Income (loss) before income taxes | (1,500,140) | (3,196,401) | (14,254,335) | 4,027,330 | (607,371) | (15,091,333) |
Provision for income taxes | ||||||
Net income (loss) | $ (1,500,140) | $ (3,196,401) | $ (14,254,335) | $ 4,027,330 | $ (607,371) | $ (15,091,333) |
Basic income (loss) per Common Share | $ 0 | $ (0.32) | $ (0.09) | $ 0.45 | ||
Basic weighted average number of common shares outstanding | 386,013,317 | 9,857,162 | 156,095,522 | 8,853,850 | ||
Diluted income (loss) per Common Share | $ 0 | $ (0.32) | $ (0.09) | $ 0.42 | ||
Diluted weighted average number of common shares outstanding | 386,013,317 | 9,857,162 | 156,095,522 | 9,607,448 | ||
Basic and diluted loss per Common Share | $ (0.07) | $ (2.59) | ||||
Basic and diluted weighted average number of common shares outstanding | 9,198,761 | 5,816,217 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 5,264 | $ 5,299,576 | $ (5,912,211) | $ (607,370) |
Balance, shares at Dec. 31, 2017 | 1,334 | 5,263,569 | |||
Stock subscriptions | 500,000 | 500,000 | |||
Warrants on stock subscriptions | (83,334) | (83,334) | |||
Common issued to settle debt | $ 1,333 | 48,667 | 50,000 | ||
Common issued to settle debt, shares | 1,333,333 | ||||
Stock-based compensation | 585,886 | $ 585,886 | |||
Stock-based compensation, shares | 307,021 | ||||
Acquisition of ARALOCTM | $ 219 | 899,781 | $ 900,000 | ||
Acquisition of ARALOCTM, shares | 219,379 | ||||
Acquisition of ClassiDocs™ | 1,200,000 | 1,200,000 | |||
Acquisition of ClassiDocs™, shares | |||||
Share exchange with related party for Data443 | 1,220,000 | 1,220,000 | |||
Distribution to shareholder | $ (1,388,545) | $ (1,388,545) | |||
Common issuable to consultants | 407,322 | 407,322 | |||
Net income loss | $ (15,091,333) | $ (15,091,333) | |||
Balance at Dec. 31, 2018 | $ 1 | $ 6,816 | 8,689,353 | (21,003,544) | (12,307,374) |
Balance, shares at Dec. 31, 2018 | 1,334 | 6,816,281 | |||
Settlement of stock subscriptions | $ 336 | (336) | |||
Settlement of stock subscriptions, shares | 336,020 | ||||
Stock subscriptions | 439,999 | 439,999 | |||
Warrants on stock subscriptions | 83,334 | 83,334 | |||
Common issued to settle debt | $ 2,237 | 3,202,763 | 3,205,000 | ||
Common issued to settle debt, shares | 2,236,678 | ||||
Stock-based compensation | 774,049 | 774,049 | |||
Conversion of convertible debt | $ 558 | 499,442 | 500,000 | ||
Conversion of convertible debt, shares | 557,942 | ||||
Stock issuable for purchase of intangibles | 1,350,000 | 1,350,000 | |||
Net income loss | 4,027,330 | 4,027,330 | |||
Balance at Sep. 30, 2019 | $ 1 | $ 9,947 | 15,038,604 | (16,976,214) | (1,927,662) |
Balance, shares at Sep. 30, 2019 | 1,334 | 9,946,921 | |||
Balance at Dec. 31, 2018 | $ 1 | $ 6,816 | 8,689,353 | (21,003,544) | (12,307,374) |
Balance, shares at Dec. 31, 2018 | 1,334 | 6,816,281 | |||
Settlement of stock subscriptions | $ 336 | (336) | |||
Settlement of stock subscriptions, shares | 336,020 | ||||
Stock subscriptions | 440,000 | 440,000 | |||
Warrants on stock subscriptions | 83,334 | 83,334 | |||
Common issued to settle debt | $ 2,000 | 3,203,000 | 3,205,000 | ||
Common issued to settle debt, shares | 2,000,000 | ||||
Stock-based compensation | 869,960 | $ 869,960 | |||
Stock-based compensation, shares | 295,810 | ||||
Stock issued for purchase of asset | 1,350,000 | $ 1,350,000 | |||
Share exchange with related party for Data443 | 70,000 | 70,000 | |||
Issuance of restricted stock | $ 237 | (237) | |||
Issuance of restricted stock, shares | 236,681 | ||||
Issuance of common stock | $ 558 | 499,442 | 500,000 | ||
Issuance of common stock, shares | 557,942 | ||||
Adjustment of reverse stock split | $ 1,745 | (1,745) | |||
Adjustment of reverse stock split, shares | 1,745,141 | ||||
Cancellation of share due to settlement of lawsuit | $ (2,000) | 2,000 | |||
Cancellation of share due to settlement of lawsuit, shares | (2,000,000) | ||||
Net income loss | (607,371) | (607,371) | |||
Balance at Dec. 31, 2019 | $ 1 | $ 9,692 | 15,204,771 | (21,610,915) | (6,396,451) |
Balance, shares at Dec. 31, 2019 | 1,334 | 9,692,065 | |||
Balance at Jun. 30, 2019 | $ 1 | $ 9,710 | 13,063,202 | (13,779,813) | (706,900) |
Balance, shares at Jun. 30, 2019 | 1,334 | 9,710,240 | |||
Stock subscriptions | 214,999 | 214,999 | |||
Common issued to settle debt | $ 237 | (237) | |||
Common issued to settle debt, shares | 236,681 | ||||
Stock-based compensation | 410,640 | 410,640 | |||
Stock issuable for purchase of intangibles | 1,350,000 | 1,350,000 | |||
Net income loss | (3,196,401) | (3,196,401) | |||
Balance at Sep. 30, 2019 | $ 1 | $ 9,947 | 15,038,604 | (16,976,214) | (1,927,662) |
Balance, shares at Sep. 30, 2019 | 1,334 | 9,946,921 | |||
Balance at Dec. 31, 2019 | $ 1 | $ 9,692 | 15,204,771 | (21,610,915) | (6,396,451) |
Balance, shares at Dec. 31, 2019 | 1,334 | 9,692,065 | |||
Settlement of stock subscriptions | $ 144 | $ 1,496 | (1,640) | ||
Settlement of stock subscriptions, shares | 144,000 | 1,496,516 | |||
Preferred stock issued for service | $ 5 | 158,639 | 158,644 | ||
Preferred stock issued for service, shares | 4,666 | ||||
Stock-based compensation | $ 12,435 | 461,501 | $ 473,936 | ||
Stock-based compensation, shares | 12,435,000 | 11,032,732 | |||
Common stock issued for conversion of debt | $ 556,588 | 11,955,537 | $ 12,512,125 | ||
Common stock issued for conversion of debt, shares | 556,587,683 | ||||
Common stock issued for exercised cashless warrant | $ 25,300 | (25,300) | |||
Common stock issued for exercised cashless warrant, shares | 25,300,000 | 6 | |||
Resolution of derivative liability upon exercise of warrant | 300,387 | $ 300,387 | |||
Stock issuable for purchase of intangibles | $ 2,466 | (2,466) | |||
Stock issuable for purchase of intangibles, shares | 2,465,754 | ||||
Acquisition of ARALOCTM, shares | 2,465,754 | ||||
Issuance of common stock, shares | 11,935,000 | ||||
Net income loss | (14,254,335) | (14,254,335) | |||
Balance at Sep. 30, 2020 | $ 150 | $ 607,977 | 28,051,429 | (35,865,250) | (7,205,694) |
Balance, shares at Sep. 30, 2020 | 150,000 | 607,977,018 | |||
Balance at Jun. 30, 2020 | $ 1 | $ 160,108 | 20,082,520 | (34,365,110) | (14,122,481) |
Balance, shares at Jun. 30, 2020 | 1,334 | 160,108,545 | |||
Settlement of stock subscriptions | $ 144 | (144) | |||
Settlement of stock subscriptions, shares | 144,000 | ||||
Preferred stock issued for service | $ 5 | 158,639 | 158,644 | ||
Preferred stock issued for service, shares | 4,666 | ||||
Stock-based compensation | (225,070) | (225,070) | |||
Common stock issued for conversion of debt | $ 422,569 | 7,760,397 | 8,182,966 | ||
Common stock issued for conversion of debt, shares | 422,568,473 | ||||
Common stock issued for exercised cashless warrant | $ 25,300 | (25,300) | |||
Common stock issued for exercised cashless warrant, shares | 25,300,000 | ||||
Resolution of derivative liability upon exercise of warrant | 300,387 | 300,387 | |||
Net income loss | (1,500,140) | (1,500,140) | |||
Balance at Sep. 30, 2020 | $ 150 | $ 607,977 | $ 28,051,429 | $ (35,865,250) | $ (7,205,694) |
Balance, shares at Sep. 30, 2020 | 150,000 | 607,977,018 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ (14,254,335) | $ 4,027,330 | $ (607,371) | $ (15,091,333) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of derivative liability | 9,698,885 | (7,266,703) | (7,238,498) | 13,271,308 |
Gain on contingent liability | (440,000) | (450,000) | (700,000) | |
Loss on settlement of debt | 245,833 | 1,271,329 | ||
Loss on extinguishment of debt | 1,206,329 | |||
Consulting fees settled through common shares issuable | 407,322 | |||
Stock-based compensation expense | 632,580 | 410,640 | 869,960 | 585,886 |
Depreciation and amortization | 1,222,485 | 931,602 | 1,498,137 | 61,667 |
Amortization of debt discount | 1,309,125 | 1,002,815 | 1,460,309 | |
Bad debt | 50,800 | 103,020 | ||
Lease liability amortization | 16,564 | 83,613 | ||
Penalty interest | 25,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (64,221) | (822,144) | (596,873) | (1,500) |
Inventory | (8,301) | (8,301) | ||
Prepaid expenses and other assets | 86 | (11,124) | (20,251) | |
Accounts payable | (305,423) | 273,010 | 310,995 | 3,908 |
Deferred revenue | 515,247 | 898,544 | 924,595 | 28,951 |
Payroll liability | 82,227 | 15,911 | 28,870 | |
Accrued interest | 251,786 | 44,555 | 248,256 | 43,394 |
Due to related parties | (48,032) | 137,264 | 180,755 | |
Deposit | (10,496) | (20,944) | ||
Operating lease payments | 63,984 | |||
Accrued consulting expense | (87,500) | 87,500 | ||
Net Cash used in Operating Activities | (583,857) | (929,228) | (828,437) | (1,075,342) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Acquisition of intellectual property | (269,309) | (396,800) | ||
Purchase of intellectual property | (190,000) | (228,291) | ||
Purchase of property and equipment | (95,425) | (6,096) | (10,629) | |
Net Cash used in Investing Activities | (285,425) | (234,387) | (279,938) | (396,800) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of convertible notes payable | 1,352,250 | 600,000 | 676,000 | 1,285,000 |
Proceeds from issuance of stock and member distributions | 940,000 | 940,000 | 507,599 | |
Capital lease payments | (20,284) | |||
Finance lease payments | (52,326) | (41,269) | ||
Proceeds from issuance of notes payable | 1,168,664 | 215,120 | ||
Repayment of notes payable | (685,295) | (600,000) | (650,000) | |
Proceeds from related parties | 241,942 | 12,900 | ||
Repayment to related parties | (691,911) | (371,623) | ||
Net Cash provided by Financing Activities | 1,333,324 | 898,731 | 802,113 | 1,792,599 |
Net change in cash | 464,042 | (264,884) | (306,262) | 320,457 |
Cash, beginning of period | 18,673 | 324,935 | 324,935 | 4,478 |
Cash, end of period | 482,715 | 60,051 | 18,673 | 324,935 |
Supplemental cash flow information | ||||
Cash paid for interest | 65,063 | 5,019 | 26,161 | 511 |
Cash paid for taxes | ||||
Non-cash Investing and Financing transactions: | ||||
Intangible assets acquired through issuance of accounts payable | 50,000 | |||
Intangible asset acquired through assignment of accounts receivable | 410,000 | |||
Intangible asset acquired through license fee payable | 1,445,000 | |||
Common stock issued for purchase of intangibles | 2,466 | 1,350,000 | 1,350,000 | 2,940,000 |
Settlement of accrued interest through issuance of convertible notes payable | 19,680 | |||
Common stock issued for exercised cashless warrant | 25,300 | |||
Settlement of stock subscriptions | 1,640 | 336 | ||
Settlement of convertible notes payable through issuance of common stock | 2,963,994 | 75,000 | 75,000 | |
Resolution of derivative liability upon exercise of warrant | 300,387 | |||
Resolution of derivative liability upon conversion of debt | 9,548,131 | 3,130,000 | ||
Increase in due to related party from purchase of intangibles | 940,000 | |||
Equipment paid by finance lease | 159,096 | |||
Equipment paid by capital lease | 108,189 | |||
Increase in ROU asset and operating lease liability | 469,016 | |||
Derivative liability recognized as debt discount | 792,175 | 606,000 | ||
Accounts payable for purchase of intellectual property | 80,000 | |||
Issuance of convertible notes for repayment of due to related party | $ 150,000 | |||
Cancellation of common stock | 2,000 | |||
Issuance of restricted stock | 237 | |||
Adjustment of reverse stock split | 1,745 | |||
Reclassification of APIC and Derivative | $ 83,334 |
Business Description
Business Description | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Business Description | NOTE 1: BUSINESS DESCRIPTION Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998. On October 15, 2019, the Company changed its name from LandStar, Inc. to Data443 Risk Mitigation, Inc. within the state of Nevada. The Company is the de facto industry leader in data privacy solutions for All Things Data Security™ ™ ® ™ ® ™ ® ™ ™ ™ ™ ™ |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements as of September 30, 2020 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina 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 Data443 Risk Mitigation, 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 require consolidation of results with the reporting company, Data443 Risk Mitigation, 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 generally accepted accounting principles in the United States of America (“U.S. GAAP”). Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2020. The results of operations for the nine months ended September 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020. 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, usually on an annual subscription. The Company’s contracts are for subscriptions to DataExpress ® ™ ® ™ 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. Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The deferred revenue balance for the period ended September 30, 2020 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 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 Stock-Based Compensation Employees Nonemployees The Company recorded $473,936 in stock-based compensation expense for the nine months ended September 30, 2020, compared to $410,640 in stock-based compensation expense for the nine months ended September 30, 2019. 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. The Company’s financial instruments, including cash, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At September 30, 2020 and December 31, 2019, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. 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. Basic and Diluted Net Income (Loss) Per Share of Common Stock 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 nine months ended September 30, 2020, 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. September 30, 2020 (Shares) Series A Preferred Stock 150,000,000 Stock options 11,327,991 Warrants 330,504,870 Convertible notes 20,577,778 Total 512,410,639 COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not 10 may CARES Act The Coronavirus Aid, Relief and Economic Security Act (the “ CARES Act Additionally, the Company has applied for, and has received, funds under the Paycheck Protection Program (the “ PPP Loan The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory note executed by the Company in connection with the PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP Loan is being used to retain the Company’s employees and allow them to be able to continue to provide essential services for the customers of the Company. Proceeds of the PPP Loan may also be used for other purposes permitted under applicable terms of the PPP. The Company also received a $150,000 loan (the “ EID Loan Recent Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. 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. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. | NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description Data443 Risk Mitigation, 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. On October 15, 2019, the Company changed its name from LandStar, Inc. to Data443 Risk Mitigation, Inc. within the state of Nevada. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2019 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina 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 require 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 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. 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 DataExpress TM TM TM TM 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. 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, 2019 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 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 $869,960 in share-based compensation expense for the year ended December 31, 2019, compared to approximately $585,886 in share-based compensation expense for the year ended December 31, 2018. Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2019, 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 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. Intangible Assets The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated 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 and software, is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives of three - seven years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. 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. The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At December 31, 2019 and 2018, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Management determined that liabilities created by beneficial conversion features associated with the issuance of certain convertible notes payable (see Note 6), 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. 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, 2019 and 2018, 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. December 31, December 31, 2019 2018 Convertible notes 4,278,258 3,267,291 Warrants 1,873,684 67,204 Options 377,227 166,385 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 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 We do not believe that the adoption of any recently issued accounting pronouncements in 2019 had a significant impact on our financial position, results of operations, or cash flow, except for ASC Update No. 2016-02—Leases, which requires organizations to recognize lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Data443 adopted ASU 2016-02 in the first quarter of 2019. See Note 4 for more complete details on balances at December 31, 2019. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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. After a period of no income, the Company has recently generated increasing income. However, the Company is subject to the risks and uncertainties associated with a business with growing 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 made two product acquisitions, ClassiDocs™, and ARALOC ™ Data443 ™ We continue to monitor the effects COVID-19 could have on our operations and liquidity including our ability to collect account receivable timely from our customers due to the economic impacts COVID-19 could have on the general economy. COVID-19 has also impacted our ability to travel, meet distribution partners in their offices, present at tradeshows, and perform other enterprise-related sales functions. Many customers have still yet to return to their pre-pandemic “normal” office working conditions. These continued operating conditions have impacted our ability to execute and deploy some of our normal sales and marketing activities. While we are not unique in this position, these factors, among others, raise some doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 2: 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 made two product acquisitions, ClassiDocs, and ARALOC TM TM |
Intellectual Property
Intellectual Property | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intellectual Property | NOTE 4: INTELLECTUAL PROPERTY On February 7, 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail On September 16, 2019, the Company entered into an Asset Purchase Agreement (the “APA”) with DMBGroup, LLC (“DMB”) to acquire certain assets collectively known as DataExpress ™ During the year ended December 31, 2019 and 2018, the Company recorded impairment loss of $1,328,638 and $46,800, respectively. During the year ended December 31, 2019, we determined that the implied fair value of the intellectual property of DataExpress™ was substantially below the carrying value of the asset. This determination was based upon estimating the future income over the useful life of the asset and discounting it using an internal rate of return. Accordingly, we recognized an impairment loss of $1,328,638. This was based upon the following facts: (i) impairment loss is the difference of the purchase cost for DataExpress™ and the estimated fair value of DataExpress™; (ii) DataExpress™ fair value was determined using an income approach model; (iii) fair value of consideration paid by the Company was $2,716,689 at acquisition date; (iv) December 31, 2019 book value (after amortization) was $2,490,298; (v) fair value of DataExpress™ at December 31, 2019 valuation date was determined to be $1,161,660; and, (vi) December 31, 2019 impairment loss was $1,328,638 (book value less estimated fair value of DataExpress™). On August 13, 2020, the Company entered into an Asset Purchase Agreement to acquire certain assets collectively known as FileFacets ™ 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 consists of: (i) a $55,000 cash payment at closing; (ii) a cash payment of $40,000 upon completion of certain training; and, (iii) a cash payment of $40,000 upon the Company collecting $25,000 from the assets acquired in the subject transaction. The following table summarizes the components of the Company’s intellectual property as of the dates presented: September 30, December 31, 2020 2019 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress™ 1,388,051 1,388,051 FileFacets™ 135,000 - IntellyWP™ 135,000 - 4,999,851 4,729,851 Accumulated amortization (2,756,172 ) (1,587,913 ) Intellectual property, net of accumulated amortization $ 2,243,679 $ 3,141,938 The Company recognized amortization expense of approximately $1,168,259 and $336,000, for the nine months ended September 30, 2020, and 2019, respectively. Based on the carrying value of definite-lived intangible assets as of September 30, 2020, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2020 (excluding the nine months ended September 30, 2020) $ 227,358 2021 909,422 2022 728,816 2023 335,333 2024 27,000 Thereafter 15,750 2,243,679 | NOTE 3: INTELLECTUAL PROPERTY On February 7, 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail On September 16, 2019, the Company entered into an Asset Purchase Agreement (the “APA”) with DMBGroup, LLC (“DMB”) to acquire certain assets collectively known as DataExpress TM, During the year ended December 31, 2019 and 2018, the Company recorded impairment loss of $1,328,638 and $46,800, respectively. The following table summarizes the components of the Company’s intellectual property as of the dates presented: December 31, 2019 December 31, 2018 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 - DataExpress TM 1,388,051 - 4,729,851 1,896,800 Accumulated amortization (1,587,913 ) (108,467 ) Intellectual property, net of accumulated amortization $ 3,141,938 $ 1,788,333 The Company recognized amortization expense of approximately $1,479,446 and $61,667, for the year ended December 31, 2019 and 2018 respectively. Based on the carrying value of definite-lived intangible assets as of December 31, 2019, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2020 $ 1,354,366 2021 792,422 2022 686,816 2023 308,333 2024 - |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Leases | NOTE 5: LEASES Operating lease We have a non-cancelable operating lease for our office facility that expire in 2024. The operating lease has renewal options and rent escalation clauses. On July 1, 2020, the Company renegotiated the office lease to obtain rent expense relief for the months of April 2020 – December 2020. We recognized total lease expense of approximately $76,564 and $70,000 for the nine months ended September 30, 2020 and 2019, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. As of September 30, 2020 and December 31, 2019, the Company recorded a security deposit of $10,000. We entered into our operating lease in January 2019. Future minimum lease payments under operating leases that have initial non-cancelable lease terms in excess of one year at September 30, 2020 were as follows: Total Year Ended December 31, 2020 (excluding the six months ended September 30, 2020) $ 15,000 2021 123,600 2022 127,300 2023 131,150 Thereafter - 397,050 Less: Imputed interest (50,889 ) Operating lease liabilities 346,161 Operating lease liability – current 89,903 Operating lease liability - non-current $ 256,258 The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2020: Weighted average discount rate 8 % Weighted average remaining lease term (years) 3.29 Finance lease The Company leases computer and hardware under non-cancellable finance lease arrangements. The term of those finance leases is 3 years and annual interest rate is 12%. At September 30, 2020 and December 31, 2019, finance lease obligations included in current liabilities were $87,901 and $34,425, respectively, and finance lease obligations included in long-term liabilities were $106,774 and $53,480, respectively. As of September 30, 2020 and December 31, 2019, the Company recorded a security deposit of $10,944. At September 30, 2020, future minimum lease payments under the finance lease obligations, are as follows: Total 2020 (excluding the six months ended September 30, 2020) $ 26,633 2021 106,532 2022 78,379 2023 10,496 Thereafter - 222,040 Less: Imputed interest (27,365 ) Finance lease liabilities 194,675 Finance lease liability 87,901 Finance lease liability - non-current $ 106,774 As of September 30, 2020 and December 31, 2020, finance lease assets are included in property and equipment as follows, September 30, December 31, 2020 2019 Finance lease assets $ 267,284 $ 109,280 Accumulated depreciation (67,763 ) (17,672 ) Finance lease assets, net of accumulated depreciation $ 199,521 $ 91,608 | NOTE 4: LEASES Operating lease We have noncancelable operating leases for our office facility that expire in 2024. The operating lease has renewal options and rent escalation clauses. 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 $111,484 and $0 for the year ended December 31, 2019 and 2018, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. As of December 31, 2019, the Company recorded security deposit of $10,000. We entered into our operating lease in January 2019. Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2019 were as follows: Year Ended December 31, 2020 $ 120,000 2021 123,600 2022 127,300 2023 131,150 2024 45,033 Thereafter - 547,083 Less: Imputed interest (87,711 ) Operating lease liabilities $ 459,372 The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2019: Weighted average discount rate 8 % Weighted average remaining lease term (years) 4.50 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, 2019 and 2018, capital lease obligations included in current liabilities were $34,425 and $0, respectively, and capital lease obligations included in long-term liabilities were $53,480 and $0, respectively. As of December 31, 2019, the Company recorded security deposit of $10,944. At December 31, 2019, future minimum lease payments under the capital lease obligations, are as follows: Year Ended December 31, 2020 $ 43,121 2021 43,121 2022 15,221 Thereafter - 101,463 Less: Imputed interest (13,558 ) Finance lease liabilities 87,905 Finance lease liability 34,425 Finance lease liability – non-current $ 53,480 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | NOTE 6: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: September 30, December 31, 2020 2019 Convertible Notes - originated in September 2018 $ 92,600 $ 1,700,000 Convertible Notes - originated in October 2018 294,150 444,150 Convertible Notes - originated in October 2018 608,850 608,850 Convertible Notes - originated in April 2019 - 600,000 Convertible Notes - originated in June 2019 - 63,000 Convertible Notes - originated in November 2019 - 38,000 Convertible Notes - originated in December 2019 - 38,000 Convertible Notes - Issued in fiscal year 2020 1,476,500 - 2,472,100 3,492,000 Less debt discount and debt issuance cost (58,733 ) (279,214 ) 2,413,367 3,212,786 Less current portion of convertible notes payable 2,413,367 3,212,786 Long-term convertible notes payable $ - $ - During the nine months ended September 30, 2020 and 2019, the Company recognized interest expense of $249,907 and $389,756, and amortization of debt discount, included in interest expense of $1,126,906 and $325,794, respectively. Replacement of note During the nine months ended September 30, 2020, the Company assigned a portion of note with outstanding principal amounts of $150,000 to a lender. Our CEO paid $135,000 to repay a principal amount of $81,000 on behalf of the company. As a result, the Company recorded due to related party of $135,000 and loss on settlement of debt of $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 (referred to herein as the Granite Note); and, (ii) the Common Stock Purchase Warrant dated 18 March 2020 for the issuance of two hundred fifty thousand (250,0000) shares of Company Common Stock (the “ Granite Warrant Exchange Note a. Principal balance of $325,000, which includes all accrued and unpaid interest on the Granite Note; 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 $0.007; d. No prepayment premiums or penalties; and e. Maturity date of September 30, 2021. Conversion During the nine months ended September 30, 2020, the Company converted notes with principal amounts and accrued interest of $2,963,994 into 556,587,683 shares of common stock. The corresponding derivative liability at the date of conversion of $9,548,131 was credited to additional paid in capital. Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2018 On December 31, 2019, the Company entered into an Amendment and Forbearance Agreement with note holders. Under this agreement, note holders agreed to forbear from enforcing its rights under the note with regard to certain possible events of default, and further agreed to amend the note as follows: ● Terms ranging from 4 months to 15 months. ● Annual interest rates: 12%. ● Convertible at the option of the holders at earlier of (i) January 12, 2020 or April 15, 2020 or (ii) any event of default under the note. ● The conversion price shall be equal to 60% of the lesser of the lowest trading price of the Company’s common stock for (i) the 20 days immediately preceding December 31, 2019 or (ii) the 20 days immediately preceding the date of conversion. As a result of an amendment and forbearance agreement, the Company recognized the settlement of original debt and recorded loss on settlement of debt of $1,206,329 during the year ended December 31, 2019. Promissory Notes - Issued in fiscal year 2019 During the year ended December 31, 2019, the Company issued a total of $739,000 of notes with the following terms: ● Terms: 12 months. ● Annual interest rates of 10% - 12%. ● Convertible at the option of the holders at 4 months or 180 days after issuance date. ● Conversion prices are typically based on the discounted (39% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. ● Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 10% if the conversion price is less than $$0.005. The note includes original issue discounts and financing costs totaling to $63,000 and the Company received cash of $676,000. Convertible notes issued in fiscal year 2018 are currently in default. Promissory Notes - Issued in fiscal year 2020 During the nine months ended September 30, 2020, the Company issued a total of $1,641,500 of notes with the following terms: ● Terms ranging from 5 months to 12 months. ● Annual interest rates of 10% - 25%. ● Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. ● Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.5 for a first 5 months Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 18% if the conversion price is less than $$0.01. The Company determined that the conversion features, in the convertible notes, met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and therefore bifurcated the embedded conversion options once the notes becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note. The Company valued the conversion feature using the Binomial pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the nine months ended September 30, 2020 amounted to $9,879,879, and $792,175 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $9,087,704 was recognized as a “day 1” derivative loss. | NOTE 5: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: December 31, 2019 December 31, 2018 Convertible Notes - originated in October 2014 $ - $ 75,000 Convertible Notes - originated in September 2018 1,700,000 985,000 Convertible Notes - originated in October 2018 444,150 110,000 Convertible Notes - originated in October 2018 608,850 220,000 Convertible Notes - originated in April 2019 600,000 - Convertible Notes - originated in June 2019 63,000 - Convertible Notes - originated in November 2019 38,000 - Convertible Notes - originated in December 2019 38,000 - 3,492,000 1,390,000 Less debt discount and debt issuance cost (279,214 ) (1,070,523 ) 3,212,786 319,477 Less current portion of convertible notes payable 3,212,786 161,227 Long-term convertible notes payable $ - $ 158,250 During the year ended December 31, 2019 and 2018, the Company recognized interest expense of $246,914 and $43,394, and amortization of debt discount, included in interest expense of $1,460,309 and $236,144, respectively. Convertible notes payable consists of the following 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 $0.0375 per share. The outstanding principal for the convertible note was $0 as of December 31, 2019 and $75,000 as of December 31, 2018. During the year ending December 31, 2019 Blue Citi converted $75,000 of this convertible note into approximately 2,000,000 shares of common stock. 2) Convertible note held by Blue Citi for a total principal of $1,700,000 as of December 31, 2019. On December 31, 2019, the Company and Blue Citi entered into an Amendment and Forbearance Agreement. Under this agreement, Blue Citi agreed to forbear from enforcing its rights under the note with regard to certain possible events of default, and further agreed to amend the note as follows: a) Blue Citi can convert the note into shares of the Company’s common stock only upon the earlier of (i) January 12, 2020 or (ii) any event of default under the note. b) The face amount of the note was increased to $1,700,000. c) Commencing on January 1, 2020, no further interest shall accrue on any balance. However, upon an event of default under the note, interest shall accrue on the outstanding principal as of January 1, 2020 at the rate of 12% per annum. d) The conversion price shall be equal to 60% of the lesser of the lowest trading price of the Company’s common stock for (i) the 20 days immediately preceding December 31, 2019 or (ii) the 20 days immediately preceding the date of conversion. As a result of an amendment and forbearance agreement, the Company recognized the settlement of original debt and recorded loss on settlement of debt of $546,325. Because the terms of the conversion features have changed, the Company has determined the derivative liability features no longer exist and has reduced the derivative liability associated with this note to $0 as of December 31, 2019, from $3,276,331 as of December 31, 2018. 3) Convertible note held by SMEA2Z, LLC for a total principal of $608,850 as of December 31, 2019. On December 31, 2019, the Company and SMEA2Z entered into an Amendment and Forbearance Agreement. Under this agreement, SMEA2Z agreed to forbear from enforcing its rights under the note with regard to certain possible events of default, and further agreed to amend the note as follows: a) SMEA2Z can convert the note into shares of the Company’s common stock only upon the earlier of (i) April 15, 2020 or (ii) any event of default under the note. b) The face amount of the note was increased to $608,850. c) The interest rate was increased to 12% per annum. d) The Conversion Price under the Note shall be equal to 60% of the lesser of the lowest trading price of the Common Stock for (i) the 20-days immediately preceding the July 26, 2019; or, (ii) the 20-days immediately preceding the date of conversion. As a result of an amendment and forbearance agreement, the Company recognized the settlement of original debt and recorded loss on settlement of debt of $349,462. Because the terms of the conversion features have changed, the Company has determined the derivative liability features no longer exist and has reduced the derivative liability associated with this note to $0 as of December 31, 2019, from $788,724 as of December 31, 2018. 4) On July 26, 2019, Blue Citi purchased the convertible note held by AFT Funding Group, LLC for an original principal of $110,000. On December 31, 2019, the Company and Blue Citi entered into an Amendment and Forbearance Agreement. Under this agreement, Blue Citi agreed to forbear from enforcing its rights under the note with regard to certain possible events of default, and further agreed to amend the note as follows: a) Blue Citi can convert the note into shares of the Company’s common stock only upon the earlier of (i) January 11, 2020 or (ii) any event of default under the note. b) The face amount of the note was increased to $444,150. c) The interest rate was increased to 12% per annum. d) The Conversion Price under the Note shall be equal to 50% of the lesser of the lowest trading price of the Common Stock for (i) the 20-days immediately preceding the December 2, 2019; or, (ii) the 20-days immediately preceding the date of conversion. As a result of an amendment and forbearance agreement, the Company recognized the settlement of original debt and recorded loss on settlement of debt of $310,542. Because the terms of the conversion features have changed, the Company has determined the derivative liability features no longer exist and has reduced the derivative liability associated with this note to $0 as of December 31, 2019, from $394,958 as of December 31, 2018. 5) Convertible note held by Auctus Fund, LLC for a total principal amount of $600,000 as of December 31, 2019. The note (i) accrues interest at the rate of 12% per annum, (ii) can be converted into shares of our common stock at the lesser of $1.13, or a 50% discount to the lowest trading price during the twenty-five consecutive trading days immediately preceding the date of conversion, (iii) is convertible in whole or in part at any time after the four (4) month anniversary of the issuance of the Note, and (iv) has an original issue discount of $54,000. 6) Convertible note held by Redstart Holdings Corp., for a total principal amount of $63,000 as of December 31, 2019. The note (i) accrues interest at a rate of 10% per annum, (ii) can be converted 180 days from June 12, 2019 at a discount of 39% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, (iii) is due and payable June 12, 2020, and (iv) has an original issue discount of $3,000. 7) Convertible notes held by Geneva Roth Remark Holdings, Inc., for a total principal amount of $76,000 as of December 31, 2019. The note (i) accrues interest at a rate of 10% per annum, (ii) can be converted 180 days from November 15, 2019 and December 19, 2019 at a discount of 39% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, (iii) is due and payable November 15, 2020 and December 19, 2020, and (iv) has an original issue discount of $3,000 each. The Company determined that the conversion features, in the convertible notes, met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and therefore bifurcated the embedded conversion options once the notes becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note. The Company valued the conversion feature using the Binomial pricing model. 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, 2019 amounted to $2,601,277, and $606,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,544,785 was recognized as a “day 1” derivative loss, and during the year ended December 31, 2018 amounted to $12,447,109, and $1,276,667 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of 716,948 was recognized as a “day 1” derivative loss. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | NOTE 7: DERIVATIVE LIABILITIES The Company 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. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial pricing model to calculate the fair value as of September 30, 2020. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Binomial valuation model. For the period ended September 30, 2020 and the year ended December 31, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Nine Months Ended Year Ended September 30, December 31, 2020 2019 Expected term 0.02 - 5.00 years 0.25 - 5.00 years Expected average volatility 187%- 464 % 160%- 305 % Expected dividend yield - - Risk-free interest rate 0.01% - 1.57 % 1.55% - 2.50 % The following table summarizes the changes in the derivative liabilities during the period ended September 30, 2020: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2019 $ 2,601,277 Addition of new derivatives recognized as debt discounts 792,175 Addition of new derivatives recognized as day-one loss 9,087,704 Derivative liabilities settled upon conversion of convertible note (9,848,518 ) Change in derivative liabilities recognized as loss on derivative 611,181 Derivative liability as of September 30, 2020 $ 3,243,819 The aggregate gain (loss) on derivatives during the nine months ended September 30, 2020 and 2019 was ($9,698,885) and $6,813,153, respectively. | NOTE 6: DERIVATIVE LIABILITIES The Company 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. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial pricing model to calculate the fair value as of December 31, 2019. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Binomial valuation model. For the years ended December 31, 2019 and, 2018, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year Ended Year Ended December 31, 2019 December 31, 2018 Expected term 0.25 - 5.00 years 0.54 - 5.00 years Expected average volatility 160%- 305 % 164%- 355 % Expected dividend yield - - Risk-free interest rate 1.55% - 2.50 % 2.51% - 2.86 % The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2019 and 2018: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2017 $ 295,800 Addition of new derivatives recognized as debt discounts 1,276,667 Addition of new derivatives recognized as day-one loss 716,948 Derivative liabilities settled upon conversion of convertible note (2,480,000 ) Reclassification from APIC to derivative due to tainted instruments 83,334 Change in derivative liabilities recognized as loss on derivative 12,554,360 Derivative liability as of December 31, 2018 $ 12,447,109 Addition of new derivatives recognized as debt discounts 606,000 Addition of new derivatives recognized as day-one loss 1,544,785 Derivative liabilities settled upon conversion of convertible note (3,130,000 ) Reclassification from APIC to derivative due to tainted instruments 167,544 Reclassification to APIC from derivative due to not tainted instruments (250,878 ) Change in derivative liabilities recognized as loss on derivative (8,783,283 ) Derivative liability as of December 31, 2019 $ 2,601,277 The aggregate gain (loss) on derivatives during the year ended December 31, 2019 and 2018 was $7,238,498 and ($13,271,308), respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 8: NOTES PAYABLE Notes payable consists of the following: September 30, December 31, 2020 2019 Maturity Interest Rate 10% Promissory note - originated in October 2019 $ 25,060 $ 25,060 Due on demand 10.0 % Promissory note - originated in October 2019 25,060 25,060 Due on demand 10.0 % Promissory note - originated in November 2019 - 115,000 Due on August 19, 2020 10.0 % Promissory note - originated in April 2020 10,000 - Due on demand No interest Promissory note - originated in April 2020 339,000 - 2 years 1.0 % Promissory note - originated in May 2020 150,000 - 30 years 1.0 % Promissory note - originated in June 2020 287,828 - $3942.86 daily payment 16.0 % Promissory note - originated in September 2020 88,299 - $2,873.89 monthly payment for 36 months 14.0 % 925,247 165,120 Less debt discount and debt issuance cost (94,539 ) - 830,708 165,120 Less current portion of promissory notes payable 283,683 - Long-term promissory notes payable $ 547,025 $ 165,120 During the nine months ended September 30, 2020, the Company recognized interest expense of $22,775, and amortization of debt discount, included in interest expense of $182,219, respectively. |
Capital Stock and Reverse Stock
Capital Stock and Reverse Stock Split | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Capital Stock and Reverse Stock Split | NOTE 9: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On October 14, 2019, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-750 reverse stock split of its issued and outstanding shares of common and preferred shares, each with $0.001 par value. All per share amounts and number of shares, in the consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split. 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. Preferred Stock As of September 30, 2020, the Company is authorized to issue 337,500 shares of preferred stock with a par value of $0.001, of which 150,000 shares have been designated as Series A. As of September 30, 2020 and December 31, 2019, 150,000 and 1,334 shares of Series A were issued and outstanding, respectively, and each share of Series A was (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. Jason Remillard (“Mr. Remillard”), sole director of the Company. During the nine months ended September 30, 2020, the Company issued a total of 148,666 shares of Series A preferred stock to our CEO. Common Stock The Company is authorized to issue 1,500,000,000 shares of common stock with a par value of $0.001. 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 September 30, 2020 and December 31, 2019, respectively, was 607,077,018 and 9,692,065 shares, respectively. During the nine months ended September 30, 2020, the Company issued common stock as follows, ● 556,587,683 shares issued for conversion of debt ● 2,465,754 shares issued for the settlement of stock payable of acquisition DataExpress™ ● 1,496,516 shares issued for the settlement of stock subscription ● 11,935,000 shares issued pursuance to S-8, of which 6,000,000 shares were issued to Mr. Remillard, who has not sold any of his shares (common or preferred) ● 500,000 shares issued for compensation to our former CFO (who has since sold all of his shares) ● 25,300,000 shares issued for cashless warrant Warrants The Company identified conversion features embedded within warrants issued during the period ended September 30, 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 nine months ended September 30, 2020, 330,000 warrants were granted, for a period of five years from issuance, at price of $0.50 per share. However, as of September 30, 2020, 250,000 of these original warrants, as reset, were completely cancelled and are all null and void in all respects as part of the consideration for the issuance of the Exchange Note. As a result of the reset features, the warrants increased by 386,870,032 for the period ended September 30, 2020, and the total warrants exercisable into 330,504,870 shares of common stock at a weighted average exercise price of $0.0032 per share as of September 30, 2020. The reset feature of warrants was effective at the time that a separate convertible instrument with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative. A summary of activity during the period ended September 30, 2020 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2019 1,873,684 $ 0.4914 Granted 330,000 0.5000 Reset feature 386,870,032 0.0032 Exercised (25,674,109 ) 0.0051 Forfeited/canceled (32,894,737 ) 0.0032 Outstanding, September 30, 2020 330,504,870 $ 0.0032 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2020: Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 50,403,226 3.19 $ 0.0030 50,403,226 $ 0.0030 211,133,511 3.35 $ 0.0030 211,133,511 $ 0.0030 35,818,713 3.78 $ 0.0030 35,818,713 $ 0.0030 33,149,420 2.50 $ 0.0005 33,149,420 $ 0.0005 330,504,870 3.29 $ 0.0032 297,355,450 $ 0.0032 | NOTE 7: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On October 14, 2019, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-750 reverse stock split of its issued and outstanding shares of common and preferred shares, each with $0.001 par value, and to reduce the numbers of authorized common and preferred shares to 60,000,000 and 337,500, respectively. On October 28, 2019, the split and changes in authorized common and preferred shares was effected, resulting in approximately 7,282,678,714 issued and outstanding shares of the Company’s common stock to be reduced to approximately 9,710,239, and 1,000,000 issued and outstanding shares of the Company’s preferred shares to be reduced to 1,334. All per share amounts and number of shares, including the authorized shares, in the consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split and decrease in authorized common and preferred shares. The adjustment results in a transfer of $7,451,243 and $5,106,394 from common and preferred stock to additional paid in capital as of December 31, 2019 and 2018, respectively. On June 21, 2019, the Company filed an amendment to its articles of incorporation to increase the total number authorized shares of the Company’s common stock, par value $0.001 per share, from 8,888,000,000 shares to 15,000,000,000 shares, prior to the effect of the reverse stock split and the effect of decreasing the authorized shares of the Company’s common stock to 60,000,000 on October 28, 2019. Preferred Stock As of December 31, 2019, the Company is authorized to issue 337,500 shares of preferred stock with a par value of $0.001, of which 337,500 shares have been designated as Series A. As of December 31, 2019 and 2018, 1,334 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 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. Jason Remillard, (“Mr. Remillard”) sole director of the Company. Common Stock The Company is authorized to issue 60,000,000 shares of common stock with a par value of $0.001. 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, 2019 and 2018, respectively, was 9,692,065 shares and 6,816,281 shares. During the year ended December 31, 2019, the Company issued common stock as follows, ● On January 15, 2019 the Company converted $5,000 of a promissory note into approximately 133,334 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 6, 2019 the Company agreed to issue a total of 557,936 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 approximately 291,219 shares of our common stock at a strike price of $2.18 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 February 7, 2019 the Company converted $20,000 of a promissory note into approximately 533,333 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On April 16, 2019 the Company converted $20,000 of a promissory note into approximately 533,333 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On May 21, 2019 the Company converted $30,000 of a promissory note into approximately 800,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● During July and August 2019, the Company recorded issuances under its 2019 Omnibus Stock Incentive Plan of approximately 236,681 restricted common shares. ● During December 2019, the Company committed to issue an additional 133,333 shares to Mr. Remillard, under the transaction in which the Company acquired all of the shares of Data443, under an earn out provision. 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. These shares have not been included in the total number of issued and outstanding shares reflected herein. During the year ended December 31, 2018, the Company issued common stock as follows, ● On or about January 26, 2018, the Company committed to issue 1,600,000 shares to Myriad, a company wholly owned by the Company’s 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, 2019 and 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 133,333 shares to Mr. Remillard, and an additional estimated 133,333 shares as an earn out (December 2019), 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. These shares have not been included in the total number of issued and outstanding shares reflected herein. ● During the year ended December 31, 2018, the Company received $500,000 to issue 336,020 shares of common stock and recorded it as stock subscription included in additional paid-in capital. During the year ended December 31, 2019, the Company issued 336,020 shares and settled stock subscription. During the year ended December 31, 2019, the Company settled a lawsuit and paid $65,000. As a result, the Company cancelled 2,000,000 shares of common stock. Warrants The Company identified conversion features embedded within warrants issued during the year ended December 31, 2019. 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. The warrants are exercisable into 9,946,921 shares of common stock, for a period of five years from issuance, at prices ranging from $0.53 to $2.25 per share. As a result of the reset features, the warrants increased by 1,256,002 for the period ended December 31, 2019, and the total warrants exercisable into 1,873,684 shares of common stock at a weighted average exercise price of $0.49 per share as of December 31, 2019. The reset feature of warrants was effective at the time that a separate convertible instrument with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative. A summary of activity during the period ended December 31, 2019 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2017 - $ - Granted 67,204 0.003 Reset feature - - Exercised - - Forfeited/canceled - - Outstanding, December 31, 2018 67,204 $ 0.003 Granted 550,478 0.002 Reset feature 1,256,002 0.001 Exercised - - Forfeited/canceled - - Outstanding, December 31, 2019 1,873,684 $ 0.491 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2019: Warrants Outstanding Warrants Exercisable Weighted Average Remaining Number of Shares Contractual life Weighted Average Number of Weighted Average 311,132 3.95 $ 0.49 311,132 $ 0.49 1,303,293 4.10 $ 0.49 1,303,293 $ 0.49 259,259 4.53 $ 0.53 259,259 $ 0.53 1,873,684 4.14 $ 0.49 1,873,684 $ 0.49 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8: 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: December 31, 2019 December 31, 2018 Non-operating loss carryforward $ 3,016,000 $ 1,776,000 Valuation allowance (3,016,000 ) (1,776,000 ) 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 2019 the valuation allowance increased by $944,000. The Company has net operating and economic loss carry-forwards of approximately $11,823,000 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, 2019 and 2018 is as follows: Year Ended December 31, 2019 2018 Loss for the year $ (607,371 ) $ (15,091,333 ) Income tax (recovery) at statutory rate $ (128,000 ) $ (3,331,900 ) State income tax expense, net of federal tax effect (12,000 ) (317,300 ) Permanent difference and other (1,100,000 ) 3,124,600 Change in valuation allowance 1,240,000 525,900 Other - (1,300 ) Income tax expense per books $ - $ - The effective tax rate of 0% differs from our statutory rate of 23% primarily due to the effect of non-deductible income and expenses. Tax returns for the years ended 2013 – 2019, are subject to review by the tax authorities. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | NOTE 10: STOCK-BASED COMPENSATION Stock Options During the nine months ended September 30, 2020, 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 anniversary date of the grant and have a maximum term of ten years. The following summarizes the stock option activity for the nine months ended September 30, 2020: Options Outstanding Weighted-Average Exercise Price Balance as of December 31, 2019 377,227 $ 1.86 Grants 11,032,732 0.03 Exercised (6 ) 3,750.00 Cancelled (81,962 ) 1.53 Balance as of September 30, 2020 11,327,991 $ 0.08 The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2020 was $0.0062. The total fair value of stock options that granted during the nine ended September 30, 2020 was approximately $68,429. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the nine months ended September 30, 2020: Expected term (years) 0.3 Expected stock price volatility 32.49 % Weighted-average risk-free interest rate 0.03 % Expected dividend $ 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 September 30, 2020: Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 11,327,991 9.69 $ 0.08 Exercisable 851,439 8.80 0.70 Expected to vest 10,476,552 9.76 $ 0.03 As of September 30, 2020 and December 31, 2019, there was $25,413 and $18,229, 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 nine months ended September 30, 2020, 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 restricted stock activity for the nine months ended September 30, 2020: Weighted-Average Shares Fair Value Balance as of December 31, 2019 524,337 0.97 Shares of restricted stock granted 18,430,000 0.0001 Exercised - - Cancelled (72,145 ) 0.60 Balance as of September 30, 2020 18,882,192 0.02 June 30, December 31, Number of Restricted Stock Awards 2020 2019 Vested 12,582,192 57,243 Non-vested 6,300,000 467,094 As of September 30, 2020 and December 31, 2019, there was $4,806 and $147,743, respectively, of total unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over the next year. | NOTE 9: SHARE-BASED COMPENSATION Stock Options During the years ended December 31, 2019 and 2018, 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 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, 2019 and 2018: Options Outstanding Weighted-Average Balance as of December 31, 2017 - - Grants of stock options 307,021 3.71 Awards Canceled (140,636 ) 3.09 Balance as of December 31, 2018 166,385 $ 3.45 Grants of stock options 295,810 1.09 Cancelled stock options (84,968 ) 3.82 Balance as of December 31, 2019 377,227 $ 1.86 The weighted average grant date fair value of stock options granted during the year ended December 31, 2019 was $0.72. The total fair value of stock options that granted during the year ended December 31, 2019 was approximately $211,838. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the year ended December 31, 2019: Expected term (years) 2.8 Expected stock price volatility 153.58 % Weighted-average risk-free interest rate 1.13 % Expected dividend $ 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, 2019: Number of Weighted-Average Remaining Contractual Life Weighted- Average Options (In Years) Price Outstanding 377,277 6.64 $ 1.86 Exercisable 112,100 5.81 3.95 Expected to vest 265,127 6.99 $ 0.98 As of December 31, 2019 and 2018, there was approximately $18,229 and $142,000, respectively, 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 the years ended December 31, 2019 and 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 restricted stock activity for the years ended December 31, 2019 and 2018: Weighted-Average Shares Fair Value Balance as of December 31, 2017 - - Shares of restricted stock granted 235,576 3.13 Exercised - - Cancelled (109,144 ) 2.47 Balance as of December 31, 2018 126,432 $ 3.70 Shares of restricted stock granted 900,203 0.78 Exercised (261,135 ) 1.67 Cancelled (241,163 ) 0.95 Balance as of December 31, 2019 524,337 0.79 December 31, Number of Restricted Stock Awards 2019 2018 Vested 57,243 - Non-vested 467,094 126,432 As of December 31, 2019 and 2018, there was approximately $147,743 and $291,000, respectively, 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 11: RELATED PARTY TRANSACTIONS Jason Remillard is our Chief Executive Officer 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 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 1,600,000 shares of our common stock. The shares were issued in the form of 144,000 shares of the Company’s Series A preferred stock as part of the consideration under the Share Settlement Agreement dated August 14, 2020, a copy of which is attached here to as Exhibit 10.21. On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC, as discussed in Note 2. Amounts owed to DMBGroup, LLC including the note payable of $940,000 and member loans of $97,689 were recorded as amounts due to a related party. During the nine months ended September 30, 2020, the Company repaid note payable of $374,952 including interest expense of $30,452. As of September 30, 2020 and December 31, 2019, the company had recorded a liability to DMBGroup totaling $484,061 and $828,561, respectively. During the nine months ended September 30, 2020, our CEO paid operating expenses of $241,941 on behalf of the Company and the Company repaid $247,411 to our CEO. During the nine months ended September 30, 2020, our CEO repaid $135,000 to purchase convertible note of $81,000 and a prepayment penalty of $54,000. As a result, the Company recorded $54,000 as loss on settlement of debt. During the nine months ended September 30, 2020 we issued to our CEO a total of 148,666 shares of Series A preferred stock. As of September 30, 2020 and December 31, 2019, the Company had due to related party of $638,344 and $1,103,314, which arose from the DMB transaction to acquire DataExpress™. | NOTE 10: RELATED PARTY TRANSACTIONS Jason Remillard is our Chief Executive Officer 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 1,600,000 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 year ended December 31, 2019. 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 Contingent liability for common shares issuable: Original liability on date of agreement $ 1,220,000 Gain on contingent liability in 2018 (700,000 ) Balance as of December 31, 2018 520,000 Gain on contingent liability through December 31, 2019 (450,000 ) Reclassification of contingent liability to common shares issuable (70,000 ) Common shares issuable as of December 31, 2019 $ - As of December 31, 2018, the Company had recorded a liability of approximately $287,000 for certain advances Mr. Remillard made to the Company. These advances in 2018 of approximately $181,000 in net were to be used for operating purposes. As of December 31, 2019, the Company has recorded a total liability of $274,754. During the year ended December 31, 2019, the Company borrowed $12,900 from our CEO and repaid $162,495, and our CEO paid operating expenses of $137,264 on behalf of the Company. On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC, as discussed in Note 3. Amounts owed to DMBGroup, LLC including the note payable of $940,000 and member loans of $97,689 were recorded as amounts due to a related party. During the year ended December 31, 2019, the Company repaid $124,984 including interest expense of $13,545, and member loans of $97,689. As of December 31, 2019, the company had recorded a liability to DMBGroup totaling $828,561. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | NOTE 12: NET INCOME (LOSS) PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of stock options, unvested restricted shares, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method. Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net Income (Loss) $ (1,341,496 ) $ (3,196,401 ) $ (14,095,691 ) $ 4,027,330 Net Income (loss) – diluted $ (1,341,496 ) $ (3,196,401 ) $ (14,095,691 ) $ 4,027,330 Denominator: Weighted average common shares outstanding 386,013,317 9,857,162 156,095,522 8,853,850 Effect of dilutive shares - - - 753,598 Diluted 386,013,317 9,857,162 156,095,522 9,607,448 Net income per common share: Basic $ (0.00 ) $ (0.32 ) $ (0.09 ) $ 0.45 Diluted $ (0.00 ) $ (0.32 ) $ (0.09 ) $ 0.42 For the three and nine months ended September 30, 2020 and the three months ended September 30, 2019, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 13: SUBSEQUENT EVENTS Subsequent to September 30, 2020, the following transactions occurred: On October 02, the Company issued a total of 119,155,869 shares of its common stock to three individuals in connection with the transaction closed on September 16, 2019, in which we acquired certain assets collectively known as DataExpress ™ On October 07, the Company converted $92,600 of a promissory note into 30,866,666 shares of its common stock. On October 08, the Company entered into an Asset Purchase Agreement with Resilient Network Systems, Inc. (“ RNS On October 21, the Company converted $131,250 of a promissory note into 37,500,000 shares of its common stock. On November 4, the Company issued 12,711,503 shares of its common stock upon the cashless exercise of a warrant. | NOTE 11: SUBSEQUENT EVENTS On January 3, 2020, the Company completed a settlement with Hubai Chuguan Industry Co. Ltd. under which the Company cancelled 2,000,000 shares of its common stock and returned those shares to authorized and unissued status. On January 6, 2020, the Company issued a total of 2,465,754 shares of its common stock to three individuals in connection with the transaction closed on September 16, 2019, in which we acquired certain assets collectively known as DataExpress TM On January 13, 2020, the Company converted $20,000 of a promissory note into 81,766 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On January 17, 2020, the Company converted $84,000 of a promissory note into 400,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On January 21, 2020, the Company converted $23,000 of a promissory note into 94,031 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On January 27, 2020, the Company converted $15,000 of a promissory note into 110,294 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On January 29, 2020, the Company converted $8,150 of a promissory note into 63,622 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On February 3, 2020, the Company converted $36,000 of a promissory note into 500,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On February 11, 2020, the Company converted $36,000 of a promissory note into 500,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On February 12, 2020, the Company issued 500,000 shares of its common stock to its former chief financial officer as additional compensation. The issuance was effected under the Company’s Form S-8 filed with the SEC on May 20, 2019. On February 21, 2020, the Company converted $44,000 of a promissory note into 611,111 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On March 02, 2020, the Company converted $38,250 of a promissory note into 750,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On March 05, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 250,000,000. On March 05, 2020, the Company issued a Convertible Promissory Note (the “GS Capital Note”) in the aggregate principal amount of $136,250, and received gross proceeds of $129,750 from the lender, GS Capital Partners, LLC. The proceeds will be used for general corporate purposes. The GS Capital Note (i) accrues interest at a rate of 10% per annum, (ii) can be converted six months after issuance at a discount of 35% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and, (iii) is due and payable March 05, 2021. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. The GS Capital Note was issued in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. On March 10, 2020, the Company issued a Convertible Promissory Note (the “Adar Note”) in the aggregate principal amount of $78,750, and received gross proceeds of $75,000 from the lender, Adar Alef, LLC. The proceeds will be used for general corporate purposes. The Adar Note (i) accrues interest at a rate of 10% per annum, (ii) can be converted six months after issuance at a discount of 35% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and, (iii) is due and payable March 10, 2021. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. The Adar Note was issued in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. On March 16, 2020, the Company converted $33,247.80 of a promissory note into 786,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On March 18, 2020, the Company converted $42,075 of a promissory note into 825,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On March 19, 2020, the Company converted $15,000 of a promissory note into 354,610 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On March 20, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $1,000,000. Of that amount, $125,000 was loaned immediately by the lender, Granite Global Value Investments Ltd. (the “Granite Note”), from which we received gross proceeds of $102,500. The proceeds will be used for general corporate purposes. The Granite Note (i) accrues interest at a rate of 12% per annum, (ii) can be converted six months after issuance at a discount of 25% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, and, (iii) is due and payable six months after issuance. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. The Granite Note was issued in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. On March 26, 2020, the Company converted $19,675 of a promissory note into 862.938 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On March 27, 2020, the Company converted $13,273.50 of a promissory note into 884,900 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On April 01, 2020, the Company issued 4,666 shares of its common stock to its president/chief executive officer, Jason Remillard, as additional compensation. On April 02, 2020, the Company converted $20,000 of a promissory note into 1,333,333 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On April 02, 2020, the Company converted $4,521.33 of a promissory note into 301,422 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On April 03, 2020, the Company converted $17,460 of a promissory note into 970,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On April 14, 2020, the Company converted $6,471.33 of a promissory note into 431,422 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On April 16, 2020, the Company filed Form S-8 to register an additional 20,000,000 shares of its common stock under the S-8 filed with the SEC on May 20, 2019 (SEC File No. 333-231615). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Business Description | Business Description Data443 Risk Mitigation, 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. On October 15, 2019, the Company changed its name from LandStar, Inc. to Data443 Risk Mitigation, Inc. within the state of Nevada. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements as of September 30, 2020 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina 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 Data443 Risk Mitigation, 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 require consolidation of results with the reporting company, Data443 Risk Mitigation, 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 generally accepted accounting principles in the United States of America (“U.S. GAAP”). | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2019 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina 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 require 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 generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2020. The results of operations for the nine months ended September 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020. | |
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. | 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, usually on an annual subscription. The Company’s contracts are for subscriptions to DataExpress ® ™ ® ™ 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. | 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 DataExpress TM TM TM TM 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. |
Deferred Revenue | Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The deferred revenue balance for the period ended September 30, 2020 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. | 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, 2019 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 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. | 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 |
Common Stock Purchase Warrants and Derivative Financial Instruments | Common stock purchase warrants and derivative financial instruments - | |
Beneficial Conversion Feature | Beneficial Conversion Feature | |
Stock-Based Compensation | Stock-Based Compensation Employees Nonemployees The Company recorded $473,936 in stock-based compensation expense for the nine months ended September 30, 2020, compared to $410,640 in stock-based compensation expense for the nine months ended September 30, 2019. | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $869,960 in share-based compensation expense for the year ended December 31, 2019, compared to approximately $585,886 in share-based compensation expense for the year ended December 31, 2018. Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2019, 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 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. | |
Intangible Assets | Intangible Assets The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated 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 and software, is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives of three - seven years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. | |
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. The Company’s financial instruments, including cash, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At September 30, 2020 and December 31, 2019, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. 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. | 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. The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At December 31, 2019 and 2018, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Management determined that liabilities created by beneficial conversion features associated with the issuance of certain convertible notes payable (see Note 6), 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. |
Basic and Diluted Net Income (Loss) Per Share of Common Stock | Basic and Diluted Net Income (Loss) Per Share of Common Stock 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 nine months ended September 30, 2020, 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. September 30, 2020 (Shares) Series A Preferred Stock 150,000,000 Stock options 11,327,991 Warrants 330,504,870 Convertible notes 20,577,778 Total 512,410,639 | 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, 2019 and 2018, 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. December 31, December 31, 2019 2018 Convertible notes 4,278,258 3,267,291 Warrants 1,873,684 67,204 Options 377,227 166,385 |
Covid-19 | COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not 10 may | |
Cares Act | CARES Act The Coronavirus Aid, Relief and Economic Security Act (the “ CARES Act Additionally, the Company has applied for, and has received, funds under the Paycheck Protection Program (the “ PPP Loan The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory note executed by the Company in connection with the PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP Loan is being used to retain the Company’s employees and allow them to be able to continue to provide essential services for the customers of the Company. Proceeds of the PPP Loan may also be used for other purposes permitted under applicable terms of the PPP. The Company also received a $150,000 loan (the “ EID Loan | |
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 operating segment and all of the Company’s revenues and operations are currently in the United States. | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. 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. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. | 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 We do not believe that the adoption of any recently issued accounting pronouncements in 2019 had a significant impact on our financial position, results of operations, or cash flow, except for ASC Update No. 2016-02—Leases, which requires organizations to recognize lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Data443 adopted ASU 2016-02 in the first quarter of 2019. See Note 4 for more complete details on balances at December 31, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share | For the nine months ended September 30, 2020, 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. September 30, 2020 (Shares) Series A Preferred Stock 150,000,000 Stock options 11,327,991 Warrants 330,504,870 Convertible notes 20,577,778 Total 512,410,639 | For the year ended December 31, 2019 and 2018, 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. December 31, December 31, 2019 2018 Convertible notes 4,278,258 3,267,291 Warrants 1,873,684 67,204 Options 377,227 166,385 |
Intellectual Property (Tables)
Intellectual Property (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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: September 30, December 31, 2020 2019 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 1,445,000 DataExpress™ 1,388,051 1,388,051 FileFacets™ 135,000 - IntellyWP™ 135,000 - 4,999,851 4,729,851 Accumulated amortization (2,756,172 ) (1,587,913 ) Intellectual property, net of accumulated amortization $ 2,243,679 $ 3,141,938 | The following table summarizes the components of the Company’s intellectual property as of the dates presented: December 31, 2019 December 31, 2018 Intellectual property: Word press GDPR rights $ 46,800 $ 46,800 ARALOC™ 1,850,000 1,850,000 ArcMail License 1,445,000 - DataExpress TM 1,388,051 - 4,729,851 1,896,800 Accumulated amortization (1,587,913 ) (108,467 ) Intellectual property, net of accumulated amortization $ 3,141,938 $ 1,788,333 |
Schedule of Future Amortization Expense of Intangible Assets | Based on the carrying value of definite-lived intangible assets as of September 30, 2020, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2020 (excluding the nine months ended September 30, 2020) $ 227,358 2021 909,422 2022 728,816 2023 335,333 2024 27,000 Thereafter 15,750 2,243,679 | Based on the carrying value of definite-lived intangible assets as of December 31, 2019, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2020 $ 1,354,366 2021 792,422 2022 686,816 2023 308,333 2024 - |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under operating leases that have initial non-cancelable lease terms in excess of one year at September 30, 2020 were as follows: Total Year Ended December 31, 2020 (excluding the six months ended September 30, 2020) $ 15,000 2021 123,600 2022 127,300 2023 131,150 Thereafter - 397,050 Less: Imputed interest (50,889 ) Operating lease liabilities 346,161 Operating lease liability – current 89,903 Operating lease liability - non-current $ 256,258 | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2019 were as follows: Year Ended December 31, 2020 $ 120,000 2021 123,600 2022 127,300 2023 131,150 2024 45,033 Thereafter - 547,083 Less: Imputed interest (87,711 ) Operating lease liabilities $ 459,372 |
Schedule of Other Supplemental Information Under Operating Lease | The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2020: Weighted average discount rate 8 % Weighted average remaining lease term (years) 3.29 | The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2019: Weighted average discount rate 8 % Weighted average remaining lease term (years) 4.50 |
Schedule of Future Minimum Lease Payments Under Finance Leases | At September 30, 2020, future minimum lease payments under the finance lease obligations, are as follows: Total 2020 (excluding the six months ended September 30, 2020) $ 26,633 2021 106,532 2022 78,379 2023 10,496 Thereafter - 222,040 Less: Imputed interest (27,365 ) Finance lease liabilities 194,675 Finance lease liability 87,901 Finance lease liability - non-current $ 106,774 | At December 31, 2019, future minimum lease payments under the capital lease obligations, are as follows: Year Ended December 31, 2020 $ 43,121 2021 43,121 2022 15,221 Thereafter - 101,463 Less: Imputed interest (13,558 ) Finance lease liabilities 87,905 Finance lease liability 34,425 Finance lease liability – non-current $ 53,480 |
Schedule of Finance Lease Assets | As of September 30, 2020 and December 31, 2020, finance lease assets are included in property and equipment as follows, September 30, December 31, 2020 2019 Finance lease assets $ 267,284 $ 109,280 Accumulated depreciation (67,763 ) (17,672 ) Finance lease assets, net of accumulated depreciation $ 199,521 $ 91,608 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following: September 30, December 31, 2020 2019 Convertible Notes - originated in September 2018 $ 92,600 $ 1,700,000 Convertible Notes - originated in October 2018 294,150 444,150 Convertible Notes - originated in October 2018 608,850 608,850 Convertible Notes - originated in April 2019 - 600,000 Convertible Notes - originated in June 2019 - 63,000 Convertible Notes - originated in November 2019 - 38,000 Convertible Notes - originated in December 2019 - 38,000 Convertible Notes - Issued in fiscal year 2020 1,476,500 - 2,472,100 3,492,000 Less debt discount and debt issuance cost (58,733 ) (279,214 ) 2,413,367 3,212,786 Less current portion of convertible notes payable 2,413,367 3,212,786 Long-term convertible notes payable $ - $ - | Convertible notes payable consists of the following: December 31, 2019 December 31, 2018 Convertible Notes - originated in October 2014 $ - $ 75,000 Convertible Notes - originated in September 2018 1,700,000 985,000 Convertible Notes - originated in October 2018 444,150 110,000 Convertible Notes - originated in October 2018 608,850 220,000 Convertible Notes - originated in April 2019 600,000 - Convertible Notes - originated in June 2019 63,000 - Convertible Notes - originated in November 2019 38,000 - Convertible Notes - originated in December 2019 38,000 - 3,492,000 1,390,000 Less debt discount and debt issuance cost (279,214 ) (1,070,523 ) 3,212,786 319,477 Less current portion of convertible notes payable 3,212,786 161,227 Long-term convertible notes payable $ - $ 158,250 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Fair Value of Liabilities Measured on Recurring Basis | For the period ended September 30, 2020 and the year ended December 31, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Nine Months Ended Year Ended September 30, December 31, 2020 2019 Expected term 0.02 - 5.00 years 0.25 - 5.00 years Expected average volatility 187%- 464 % 160%- 305 % Expected dividend yield - - Risk-free interest rate 0.01% - 1.57 % 1.55% - 2.50 % | For the years ended December 31, 2019 and, 2018, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year Ended Year Ended December 31, 2019 December 31, 2018 Expected term 0.25 - 5.00 years 0.54 - 5.00 years Expected average volatility 160%- 305 % 164%- 355 % Expected dividend yield - - Risk-free interest rate 1.55% - 2.50 % 2.51% - 2.86 % |
Schedule of Changes in Derivative Liabilities | The following table summarizes the changes in the derivative liabilities during the period ended September 30, 2020: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2019 $ 2,601,277 Addition of new derivatives recognized as debt discounts 792,175 Addition of new derivatives recognized as day-one loss 9,087,704 Derivative liabilities settled upon conversion of convertible note (9,848,518 ) Change in derivative liabilities recognized as loss on derivative 611,181 Derivative liability as of September 30, 2020 $ 3,243,819 | The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2019 and 2018: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2017 $ 295,800 Addition of new derivatives recognized as debt discounts 1,276,667 Addition of new derivatives recognized as day-one loss 716,948 Derivative liabilities settled upon conversion of convertible note (2,480,000 ) Reclassification from APIC to derivative due to tainted instruments 83,334 Change in derivative liabilities recognized as loss on derivative 12,554,360 Derivative liability as of December 31, 2018 $ 12,447,109 Addition of new derivatives recognized as debt discounts 606,000 Addition of new derivatives recognized as day-one loss 1,544,785 Derivative liabilities settled upon conversion of convertible note (3,130,000 ) Reclassification from APIC to derivative due to tainted instruments 167,544 Reclassification to APIC from derivative due to not tainted instruments (250,878 ) Change in derivative liabilities recognized as loss on derivative (8,783,283 ) Derivative liability as of December 31, 2019 $ 2,601,277 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: September 30, December 31, 2020 2019 Maturity Interest Rate 10% Promissory note - originated in October 2019 $ 25,060 $ 25,060 Due on demand 10.0 % Promissory note - originated in October 2019 25,060 25,060 Due on demand 10.0 % Promissory note - originated in November 2019 - 115,000 Due on August 19, 2020 10.0 % Promissory note - originated in April 2020 10,000 - Due on demand No interest Promissory note - originated in April 2020 339,000 - 2 years 1.0 % Promissory note - originated in May 2020 150,000 - 30 years 1.0 % Promissory note - originated in June 2020 287,828 - $3942.86 daily payment 16.0 % Promissory note - originated in September 2020 88,299 - $2,873.89 monthly payment for 36 months 14.0 % 925,247 165,120 Less debt discount and debt issuance cost (94,539 ) - 830,708 165,120 Less current portion of promissory notes payable 283,683 - Long-term promissory notes payable $ 547,025 $ 165,120 |
Capital Stock and Reverse Sto_2
Capital Stock and Reverse Stock Split (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Summary of Warrants Activity | A summary of activity during the period ended September 30, 2020 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2019 1,873,684 $ 0.4914 Granted 330,000 0.5000 Reset feature 386,870,032 0.0032 Exercised (25,674,109 ) 0.0051 Forfeited/canceled (32,894,737 ) 0.0032 Outstanding, September 30, 2020 330,504,870 $ 0.0032 | A summary of activity during the period ended December 31, 2019 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2017 - $ - Granted 67,204 0.003 Reset feature - - Exercised - - Forfeited/canceled - - Outstanding, December 31, 2018 67,204 $ 0.003 Granted 550,478 0.002 Reset feature 1,256,002 0.001 Exercised - - Forfeited/canceled - - Outstanding, December 31, 2019 1,873,684 $ 0.491 |
Schedule of Outstanding and Exercisable Warrants | The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2020: Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 50,403,226 3.19 $ 0.0030 50,403,226 $ 0.0030 211,133,511 3.35 $ 0.0030 211,133,511 $ 0.0030 35,818,713 3.78 $ 0.0030 35,818,713 $ 0.0030 33,149,420 2.50 $ 0.0005 33,149,420 $ 0.0005 330,504,870 3.29 $ 0.0032 297,355,450 $ 0.0032 | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2019: Warrants Outstanding Warrants Exercisable Weighted Average Remaining Number of Shares Contractual life Weighted Average Number of Weighted Average 311,132 3.95 $ 0.49 311,132 $ 0.49 1,303,293 4.10 $ 0.49 1,303,293 $ 0.49 259,259 4.53 $ 0.53 259,259 $ 0.53 1,873,684 4.14 $ 0.49 1,873,684 $ 0.49 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: December 31, 2019 December 31, 2018 Non-operating loss carryforward $ 3,016,000 $ 1,776,000 Valuation allowance (3,016,000 ) (1,776,000 ) Net deferred tax asset $ - $ - |
Schedule of Statutory Federal Income Tax Rate Losses Before Income Tax | Year Ended December 31, 2019 2018 Loss for the year $ (607,371 ) $ (15,091,333 ) Income tax (recovery) at statutory rate $ (128,000 ) $ (3,331,900 ) State income tax expense, net of federal tax effect (12,000 ) (317,300 ) Permanent difference and other (1,100,000 ) 3,124,600 Change in valuation allowance 1,240,000 525,900 Other - (1,300 ) Income tax expense per books $ - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | The following summarizes the stock option activity for the nine months ended September 30, 2020: Options Outstanding Weighted-Average Exercise Price Balance as of December 31, 2019 377,227 $ 1.86 Grants 11,032,732 0.03 Exercised (6 ) 3,750.00 Cancelled (81,962 ) 1.53 Balance as of September 30, 2020 11,327,991 $ 0.08 | The following summarizes the stock option activity for the years ended December 31, 2019 and 2018: Options Outstanding Weighted-Average Balance as of December 31, 2017 - - Grants of stock options 307,021 3.71 Awards Canceled (140,636 ) 3.09 Balance as of December 31, 2018 166,385 $ 3.45 Grants of stock options 295,810 1.09 Cancelled stock options (84,968 ) 3.82 Balance as of December 31, 2019 377,227 $ 1.86 |
Schedule of Weighted Average Assumptions for Stock Options Granted | The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the nine months ended September 30, 2020: Expected term (years) 0.3 Expected stock price volatility 32.49 % Weighted-average risk-free interest rate 0.03 % Expected dividend $ 0.00 | The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions for stock options granted during the year ended December 31, 2019: Expected term (years) 2.8 Expected stock price volatility 153.58 % Weighted-average risk-free interest rate 1.13 % Expected dividend $ 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 September 30, 2020: Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 11,327,991 9.69 $ 0.08 Exercisable 851,439 8.80 0.70 Expected to vest 10,476,552 9.76 $ 0.03 | The following summarizes certain information about stock options vested and expected to vest as of December 31, 2019: Number of Weighted-Average Remaining Contractual Life Weighted- Average Options (In Years) Price Outstanding 377,277 6.64 $ 1.86 Exercisable 112,100 5.81 3.95 Expected to vest 265,127 6.99 $ 0.98 |
Schedule of Restricted Stock Activity | The following summarizes the restricted stock activity for the nine months ended September 30, 2020: Weighted-Average Shares Fair Value Balance as of December 31, 2019 524,337 0.97 Shares of restricted stock granted 18,430,000 0.0001 Exercised - - Cancelled (72,145 ) 0.60 Balance as of September 30, 2020 18,882,192 0.02 | The following summarizes the restricted stock activity for the years ended December 31, 2019 and 2018: Weighted-Average Shares Fair Value Balance as of December 31, 2017 - - Shares of restricted stock granted 235,576 3.13 Exercised - - Cancelled (109,144 ) 2.47 Balance as of December 31, 2018 126,432 $ 3.70 Shares of restricted stock granted 900,203 0.78 Exercised (261,135 ) 1.67 Cancelled (241,163 ) 0.95 Balance as of December 31, 2019 524,337 0.79 |
Schedule of Restricted Stock Award | June 30, December 31, Number of Restricted Stock Awards 2020 2019 Vested 12,582,192 57,243 Non-vested 6,300,000 467,094 | December 31, Number of Restricted Stock Awards 2019 2018 Vested 57,243 - Non-vested 467,094 126,432 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Contingent Liability for Common Shares Issuable | Contingent liability for common shares issuable: Original liability on date of agreement $ 1,220,000 Gain on contingent liability in 2018 (700,000 Balance as of December 31, 2018 520,000 Gain on contingent liability through December 31, 2019 (450,000 Reclassification of contingent liability to common shares issuable (70,000 Common shares issuable as of December 31, 2019 $ - |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Common Share | Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method. Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net Income (Loss) $ (1,341,496 ) $ (3,196,401 ) $ (14,095,691 ) $ 4,027,330 Net Income (loss) – diluted $ (1,341,496 ) $ (3,196,401 ) $ (14,095,691 ) $ 4,027,330 Denominator: Weighted average common shares outstanding 386,013,317 9,857,162 156,095,522 8,853,850 Effect of dilutive shares - - - 753,598 Diluted 386,013,317 9,857,162 156,095,522 9,607,448 Net income per common share: Basic $ (0.00 ) $ (0.32 ) $ (0.09 ) $ 0.45 Diluted $ (0.00 ) $ (0.32 ) $ (0.09 ) $ 0.42 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock-based compensation expense | $ 632,580 | $ 410,640 | $ 869,960 | $ 585,886 | |
Loans payable | $ 150,000 | ||||
EID Loan [Member] | |||||
Debt instrument term | 30 years | ||||
Debt instrument interest rate | 3.75% | ||||
Repayment of debt | $ 731 | ||||
Paycheck Protection Program [Member] | |||||
Proceeds from loans | $ 339,000 | ||||
Debt instrument term | 2 years | ||||
Debt instrument interest rate | 1.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($) | |
Share-based compensation expense | $ | $ 632,580 | $ 410,640 | $ 869,960 | $ 585,886 |
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] | ||||
Estimated useful lives of property and equipment | 3 years | |||
Maximum [Member] | ||||
Estimated useful lives of property and equipment | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Earnings Per Share | 512,410,639 | ||
Stock Options [Member] | |||
Antidilutive Earnings Per Share | 11,327,991 | 377,227 | 166,385 |
Warrants [Member] | |||
Antidilutive Earnings Per Share | 330,504,870 | 1,873,684 | 67,204 |
Convertible Notes [Member] | |||
Antidilutive Earnings Per Share | 20,577,778 | 4,278,258 | 3,267,291 |
Series A Preferred Stock [Member] | |||
Antidilutive Earnings Per Share | 150,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) (10-K) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Earnings Per Share | 512,410,639 | ||
Convertible Notes [Member] | |||
Antidilutive Earnings Per Share | 20,577,778 | 4,278,258 | 3,267,291 |
Warrants [Member] | |||
Antidilutive Earnings Per Share | 330,504,870 | 1,873,684 | 67,204 |
Stock Options [Member] | |||
Antidilutive Earnings Per Share | 11,327,991 | 377,227 | 166,385 |
Intellectual Property (Details
Intellectual Property (Details Narrative) - USD ($) | Sep. 21, 2020 | Aug. 13, 2020 | Dec. 31, 2019 | Oct. 15, 2019 | Sep. 16, 2019 | Feb. 07, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 28, 2019 | Oct. 14, 2019 |
Notes payable | $ 165,120 | $ 830,708 | $ 165,120 | ||||||||||
Stock issued for acquisition | 9,692,065 | 6,816,281 | 607,977,018 | 9,692,065 | 6,816,281 | 7,282,678,714 | 9,710,239 | ||||||
Stock issued for acquisition value | $ 9,692 | $ 6,816 | $ 607,977 | $ 9,692 | $ 6,816 | ||||||||
Fair value of consideration | 2,716,689 | 2,716,689 | |||||||||||
Book value after amortization | 2,490,298 | 2,490,298 | |||||||||||
Fair value of Data Express | $ 1,161,660 | 1,161,660 | |||||||||||
Amortization expense | $ 1,168,259 | $ 336,000 | $ 1,479,446 | $ 61,667 | |||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | |||||||||||||
License agreement term | 27 months | ||||||||||||
License Cost | $ 200,000 | ||||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Rory Welch [Member] | |||||||||||||
Stock Purchase Rights Agreement | 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. | ||||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | 1 to 6 Months [Member] | |||||||||||||
Periodic payment | 25,000 | ||||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | 7 - 17 Months [Member] | |||||||||||||
Periodic payment | 30,000 | ||||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Final Payment [Member] | |||||||||||||
Periodic payment | $ 765,000 | ||||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Balance Payment [Member] | |||||||||||||
Periodic payment | $ 1,094,691 | ||||||||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | |||||||||||||
License Cost | $ 2,800,000 | ||||||||||||
Aproximate liabilities | 98,000 | ||||||||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | Promissory Note [Member] | |||||||||||||
License agreement term | 24 months | ||||||||||||
Periodic payment | $ 41,661 | ||||||||||||
Notes payable | $ 940,000 | ||||||||||||
Rate of interest | 6.00% | ||||||||||||
Stock issued for acquisition | 2,465,753 | ||||||||||||
Stock issued for acquisition value | $ 1,350,000 | ||||||||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | Payment at Closing [Member] | |||||||||||||
Periodic payment | $ 410,000 | ||||||||||||
Asset Purchase Agreement [Member] | Data Express [Member] | |||||||||||||
Impairment loss | $ 1,328,638 | $ 46,800 | |||||||||||
Asset Purchase Agreement [Member] | File Facets [Member] | |||||||||||||
Purchase price | $ 135,000 | ||||||||||||
Asset Purchase Agreement [Member] | Intelly WP [Member] | |||||||||||||
Purchase price | $ 1,350,000 | ||||||||||||
Cash Paid for certain training | 40,000 | ||||||||||||
Proceeds froom acquisition | 25,000 | ||||||||||||
Asset Purchase Agreement [Member] | Intelly WP [Member] | Payment at Closing [Member] | |||||||||||||
Purchase price | $ 55,000 |
Intellectual Property (Detail_2
Intellectual Property (Details Narrative) (10-K) - USD ($) | Feb. 07, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 28, 2019 | Oct. 14, 2019 | Sep. 16, 2019 |
Promissory notes payable | $ 830,708 | $ 165,120 | ||||||
Shares of common stock | 607,977,018 | 9,692,065 | 6,816,281 | 7,282,678,714 | 9,710,239 | |||
Value of common stock | $ 607,977 | $ 9,692 | $ 6,816 | |||||
Impairment loss | 1,328,638 | 46,800 | ||||||
Amortization expense | $ 1,168,259 | $ 336,000 | 1,479,446 | $ 61,667 | ||||
Exclusive License Agreement [Member] | ||||||||
License agreement, amount per month | $ 1,094,691 | |||||||
Exclusive License Agreement [Member] | Arcmail Technology [Member] | ||||||||
License agreement, description | 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. | |||||||
License agreement, amount | $ 200,000 | |||||||
License agreement, term | 27 months | |||||||
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 to 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 | |||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | ||||||||
Recognized assets acquired | $ 2,800,000 | |||||||
Debt instrument principal amount | 940,000 | |||||||
Promissory notes payable | $ 41,661 | |||||||
Debt instrument interest rate | 6.00% | |||||||
Recognized identifiable assumed, liabilities | $ 98,000 | |||||||
Shares of common stock | 2,465,753 | |||||||
Value of common stock | $ 1,350,000 |
Intellectual Property - Schedul
Intellectual Property - Schedule of Intellectual Property (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Intellectual property | $ 4,999,851 | $ 4,729,851 | $ 1,896,800 | |
Accumulated amortization | (2,756,172) | (1,587,913) | (108,467) | |
Intellectual property, net of accumulated amortization | 2,243,679 | 3,141,938 | 1,788,333 | |
Word Press GDPR Rights [Member] | ||||
Intellectual property | 46,800 | 46,800 | 46,800 | |
ARALOC™ [Member] | ||||
Intellectual property | 1,850,000 | 1,850,000 | 1,850,000 | |
ArcMail License [Member] | ||||
Intellectual property | 1,445,000 | 1,445,000 | ||
Data Express [Member] | ||||
Intellectual property | 1,388,051 | $ 1,388,051 | ||
FileFacets [Member] | ||||
Intellectual property | 135,000 | |||
IntellyWP [Member] | ||||
Intellectual property | $ 135,000 |
Intellectual Property - Sched_2
Intellectual Property - Schedule of Intellectual Property (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Intellectual property | $ 4,999,851 | $ 4,729,851 | $ 1,896,800 |
Accumulated amortization | (2,756,172) | (1,587,913) | (108,467) |
Intellectual property, net of accumulated amortization | 2,243,679 | 3,141,938 | 1,788,333 |
Word Press GDPR Rights [Member] | |||
Intellectual property | 46,800 | 46,800 | 46,800 |
ARALOC™ [Member] | |||
Intellectual property | 1,850,000 | 1,850,000 | 1,850,000 |
ArcMail License [Member] | |||
Intellectual property | 1,445,000 | 1,445,000 | |
Data Express [Member] | |||
Intellectual property | $ 1,388,051 | $ 1,388,051 |
Intellectual Property - Sched_3
Intellectual Property - Schedule of Future Amortization Expense of Intangible Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2020 (excluding the nine months ended September 30, 2020) | $ 227,358 | ||
2021 | 909,422 | $ 1,354,366 | |
2022 | 728,816 | 792,422 | |
2023 | 335,333 | 686,816 | |
2024 | 27,000 | 308,333 | |
Thereafter | 15,750 | ||
Total | $ 2,243,679 | $ 3,141,938 | $ 1,788,333 |
Intellectual Property - Sched_4
Intellectual Property - Schedule of Future Amortization Expense of Intangible Assets (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 909,422 | $ 1,354,366 |
2021 | 728,816 | 792,422 |
2022 | 335,333 | 686,816 |
2023 | $ 27,000 | 308,333 |
2024 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease expire year | Operating lease for our office facility that expire in 2024. | Operating leases for our office facility that expire in 2024. | ||
Recognized lease expense | $ 76,564 | $ 70,000 | $ 111,484 | $ 0 |
Capital lease term | 3 years | 3 years | ||
Capital leases annual interest rate | 12.00% | 12.00% | ||
Capital lease obligations current | $ 87,901 | $ 34,425 | ||
Capital lease obligations noncurrent | 106,774 | 53,480 | ||
Operating Lease [Member] | ||||
Security deposit | 10,000 | 10,000 | ||
Finance lease security deposit | $ 10,944 | $ 10,944 |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease expire year | Operating lease for our office facility that expire in 2024. | Operating leases for our office facility that expire in 2024. | ||
Recognized lease expense | $ 76,564 | $ 70,000 | $ 111,484 | $ 0 |
Capital lease term | 3 years | 3 years | ||
Capital leases annual interest rate | 12.00% | 12.00% | ||
Capital lease obligations current | $ 87,901 | $ 34,425 | ||
Capital lease obligations noncurrent | 106,774 | 53,480 | ||
Operating Lease [Member] | ||||
Security deposit | $ 10,000 | 10,000 | ||
Finance Lease [Member] | ||||
Security deposit | $ 10,944 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2020 (excluding the six months ended September 30, 2020) | $ 15,000 | ||
2021 | 123,600 | $ 120,000 | |
2022 | 127,300 | 123,600 | |
2023 | 131,150 | 127,300 | |
Thereafter | |||
Total lease payment | 397,050 | 547,083 | |
Less: Imputed interest | (50,889) | (87,711) | |
Operating lease liabilities | 346,161 | 459,372 | |
Operating lease liability - current | 89,903 | 86,372 | |
Operating lease liability - non-current | $ 256,258 | $ 373,000 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 123,600 | $ 120,000 |
2021 | 127,300 | 123,600 |
2022 | 131,150 | 127,300 |
2023 | 131,150 | |
2024 | 45,033 | |
Thereafter | ||
Total lease payment | 397,050 | 547,083 |
Less: Imputed interest | (50,889) | (87,711) |
Operating lease liabilities | $ 346,161 | $ 459,372 |
Leases - Schedule of Other Supp
Leases - Schedule of Other Supplemental Information Under Operating Lease (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average discount rate | 8.00% | 8.00% |
Weighted average remaining lease term (years) | 3 years 3 months 15 days | 4 years 6 months |
Leases - Schedule of Other Su_2
Leases - Schedule of Other Supplemental Information Under Operating Lease (Details) (10-K) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average discount rate | 8.00% | 8.00% |
Weighted average remaining lease term (years) | 3 years 3 months 15 days | 4 years 6 months |
Leases - Schedule of Future M_3
Leases - Schedule of Future Minimum Lease Payments Under Finance Leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2020 (excluding the six months ended September 30, 2020) | $ 26,633 | ||
2021 | 106,532 | $ 43,121 | |
2022 | 78,379 | 43,121 | |
2023 | 10,496 | 15,221 | |
Thereafter | |||
Total finance lease payment | 222,040 | 101,463 | |
Less: Imputed interest | (27,365) | (13,558) | |
Finance lease liabilities | 194,675 | 87,905 | |
Finance lease liability | 87,901 | 34,425 | |
Finance lease liability - non-current | $ 106,774 | $ 53,480 |
Leases - Schedule of Future M_4
Leases - Schedule of Future Minimum Lease Payments Under Finance Leases (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2020 | $ 106,532 | $ 43,121 | |
2021 | 78,379 | 43,121 | |
2022 | 10,496 | 15,221 | |
Thereafter | |||
Total finance lease payment | 222,040 | 101,463 | |
Less: Imputed interest | (27,365) | (13,558) | |
Finance lease liabilities | 194,675 | 87,905 | |
Finance lease liability | 87,901 | 34,425 | |
Finance lease liability - non-current | $ 106,774 | $ 53,480 |
Leases - Schedule of Finance Le
Leases - Schedule of Finance Lease Assets (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||
Finance lease assets | $ 267,284 | $ 109,280 |
Accumulated depreciation | (67,763) | (17,672) |
Finance lease assets, net of accumulated depreciation | $ 199,521 | $ 91,608 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Mar. 20, 2020USD ($) | Mar. 18, 2020USD ($) | |
Interest expense | $ 249,907 | $ 389,756 | $ 246,914 | $ 43,394 | ||
Amortization of debt discount | 1,309,125 | 1,002,815 | 1,460,309 | |||
Repayments for related party | 691,911 | 371,623 | ||||
Due to related party | 274,754 | |||||
Loss on settlement of debt | 1,206,329 | |||||
Derivative liability | 792,175 | |||||
Convertible outstanding amount | 2,413,367 | 3,212,786 | 319,477 | |||
Proceeds from convertible debt | 1,352,250 | 600,000 | 676,000 | 1,285,000 | ||
Fair value of derivative liability | 9,879,879 | 2,601,277 | 12,447,109 | |||
Loss on derivative | 9,087,704 | 1,544,785 | $ 716,948 | |||
Granite Note [Member] | ||||||
Debt instrument principal amount | $ 125,000 | |||||
Granite Warrant [Member] | ||||||
Debt instrument principal amount | $ 2,500,000 | |||||
Exchange Note [Member] | ||||||
Debt instrument principal amount | $ 325,000 | |||||
Debt instrument maturity date | Sep. 30, 2021 | |||||
Debt instrument description | Principal balance of $325,000, which includes all accrued and unpaid interest on the Granite Note; No further interest shall accrue so long as there is no event of default; | |||||
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 $0.007; | |||||
Exchange Note [Member] | Minimum [Member] | ||||||
Debt conversion price | $ / shares | $ 0.007 | |||||
CEO [Member] | ||||||
Debt instrument principal amount | $ 81,000 | |||||
Repayments for related party | 135,000 | |||||
Due to related party | 135,000 | |||||
Loss on settlement of debt | 54,000 | |||||
Convertible Note [Member] | ||||||
Debt converted into common stock | $ 2,963,994 | |||||
Debt converted into common stock, shares | shares | 556,587,683 | |||||
Derivative liability | $ 9,548,131 | |||||
Convertible Note [Member] | Lender [Member] | ||||||
Debt instrument principal amount | 150,000 | |||||
Promissory Notes - Issued in Fiscal Year 2018 [Member] | ||||||
Loss on settlement of debt | $ 1,206,329 | |||||
Debt conversion, description | The conversion price shall be equal to 60% of the lesser of the lowest trading price of the Company's common stock for (i) the 20 days immediately preceding December 31, 2019 or (ii) the 20 days immediately preceding the date of conversion. | |||||
Debt instrument interest rate | 12.00% | |||||
Debt instrument maturity date, description | (i) January 12, 2020 or April 15, 2020 or (ii) any event of default under the note. | |||||
Promissory Notes - Issued in Fiscal Year 2018 [Member] | Minimum [Member] | ||||||
Debt instrument term | 4 months | |||||
Promissory Notes - Issued in Fiscal Year 2018 [Member] | Maximum [Member] | ||||||
Debt instrument term | 15 months | |||||
Promissory Notes - Issued in Fiscal Year 2019 [Member] | ||||||
Debt instrument principal amount | $ 15,000 | |||||
Debt conversion price | $ / shares | $ 0.005 | |||||
Debt conversion, description | Conversion prices are typically based on the discounted (39% to 50% discount) average closing prices or lowest trading prices of the Company's shares during various periods prior to conversion. | |||||
Debt instrument term | 12 months | |||||
Debt instrument maturity date, description | Convertible at the option of the holders at 4 months or 180 days after issuance date. | |||||
Debt instrument price rate | 0.10 | |||||
Convertible outstanding amount | $ 739,000 | |||||
Financing costs | 63,000 | |||||
Proceeds from convertible debt | $ 676,000 | |||||
Promissory Notes - Issued in Fiscal Year 2019 [Member] | Minimum [Member] | ||||||
Debt instrument interest rate | 10.00% | |||||
Debt instrument price rate | 0.39 | |||||
Promissory Notes - Issued in Fiscal Year 2019 [Member] | Maximum [Member] | ||||||
Debt instrument interest rate | 12.00% | |||||
Debt instrument price rate | 0.50 | |||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | ||||||
Debt instrument principal amount | $ 15,000 | |||||
Debt conversion price | $ / shares | $ 0.01 | |||||
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 of $0.5 for a first 5 months | |||||
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 instrument price rate | 0.18 | |||||
Convertible outstanding amount | $ 1,641,500 | |||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | ||||||
Debt instrument term | 5 months | |||||
Debt instrument interest rate | 10.00% | |||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | ||||||
Debt instrument term | 12 months | |||||
Debt instrument interest rate | 25.00% | |||||
Interest Expense [Member] | ||||||
Amortization of debt discount | $ 1,126,906 | $ 325,794 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) (10-K) - USD ($) | Jan. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 26, 2019 |
Interest expense | $ 249,907 | $ 389,756 | $ 246,914 | $ 43,394 | ||
Amortization of debt discount | 1,309,125 | $ 1,002,815 | 1,460,309 | |||
Convertible outstanding amount | 2,413,367 | 3,212,786 | 161,227 | |||
Loss on settlement of debt | 1,206,329 | |||||
Derivative liability | 792,175 | |||||
Original issue discount | 606,000 | 1,276,667 | ||||
Fair value of derivative liability | 9,879,879 | 2,601,277 | 12,447,109 | |||
Loss on derivative | $ 9,087,704 | 1,544,785 | 716,948 | |||
Convertible Note [Member] | ||||||
Debt converted into common stock, shares | 556,587,683 | |||||
Derivative liability | $ 9,548,131 | |||||
Blue Citi LLC [Member] | ||||||
Debt instrument principal amount | $ 1,700,000 | |||||
Debt converted into common stock, shares | 75,000 | |||||
Number of shares issued for the period | 2,000,000 | |||||
Loss on settlement of debt | $ 546,325 | |||||
Derivative liability | 0 | 3,276,331 | ||||
Blue Citi LLC [Member] | Non-Interest Bearing Convertible Note [Member] | ||||||
Debt instrument principal amount | $ 125,000 | |||||
Debt conversion price | $ 0.0375 | |||||
Convertible outstanding amount | $ 0 | 75,000 | ||||
Blue Citi LLC [Member] | Convertible Note [Member] | Subsequent Event [Member] | ||||||
Debt instrument principal amount | $ 1,700,000 | |||||
Debt due date | Jan. 12, 2020 | |||||
Debt instrument interest rate | 12.00% | |||||
Debt conversion, description | The conversion price shall be equal to 60% of the lesser of the lowest trading price of the Company's common stock for (i) the 20 days immediately preceding December 31, 2019 or (ii) the 20 days immediately preceding the date of conversion. | |||||
SMEA2Z, LLC [Member] | Convertible Note [Member] | ||||||
Debt instrument principal amount | $ 608,850 | |||||
Debt due date | Apr. 15, 2020 | |||||
Debt instrument interest rate | 12.00% | |||||
Debt conversion, description | The Conversion Price under the Note shall be equal to 60% of the lesser of the lowest trading price of the Common Stock for (i) the 20-days immediately preceding the July 26, 2019; or, (ii) the 20-days immediately preceding the date of conversion. | |||||
Loss on settlement of debt | $ 349,462 | |||||
Derivative liability | $ 0 | 788,724 | ||||
Debt discount rate | 60.00% | |||||
AFT Funding Group, LLC [Member] | Convertible Note [Member] | ||||||
Debt instrument principal amount | $ 444,150 | $ 110,000 | ||||
Debt due date | Jan. 11, 2020 | |||||
Debt instrument interest rate | 12.00% | |||||
Debt conversion, description | The Conversion Price under the Note shall be equal to 50% of the lesser of the lowest trading price of the Common Stock for (i) the 20-days immediately preceding the December 2, 2019; or, (ii) the 20-days immediately preceding the date of conversion. | |||||
Loss on settlement of debt | $ 310,542 | |||||
Derivative liability | 0 | $ 394,958 | ||||
Auctus Fund, LLC [Member] | Convertible Note [Member] | ||||||
Debt instrument principal amount | $ 600,000 | |||||
Debt instrument interest rate | 12.00% | |||||
Debt conversion, description | The note (i) accrues interest at the rate of 12% per annum, (ii) can be converted into shares of our common stock at the lesser of $1.13, or a 50% discount to the lowest trading price during the twenty-five consecutive trading days immediately preceding the date of conversion, (iii) is convertible in whole or in part at any time after the four (4) month anniversary of the issuance of the Note, and (iv) has an original issue discount of $54,000. | |||||
Debt discount rate | 50.00% | |||||
Original issue discount | $ 54,000 | |||||
Redstart Holdings Corp. [Member] | Convertible Note [Member] | ||||||
Debt instrument principal amount | $ 63,000 | |||||
Debt due date | Jun. 12, 2020 | |||||
Debt instrument interest rate | 10.00% | |||||
Debt conversion, description | The note (i) accrues interest at a rate of 10% per annum, (ii) can be converted 180 days from June 12, 2019 at a discount of 39% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, (iii) is due and payable June 12, 2020, and (iv) has an original issue discount of $3,000. | |||||
Debt discount rate | 39.00% | |||||
Original issue discount | $ 3,000 | |||||
Geneva Roth Remark Holdings, Inc [Member] | Convertible Note [Member] | ||||||
Debt instrument principal amount | $ 76,000 | |||||
Debt due date | Dec. 19, 2020 | |||||
Debt instrument interest rate | 10.00% | |||||
Debt conversion, description | The note (i) accrues interest at a rate of 10% per annum, (ii) can be converted 180 days from November 15, 2019 and December 19, 2019 at a discount of 39% to the lowest trading price during the twenty consecutive trading days immediately preceding the date of conversion, (iii) is due and payable November 15, 2020 and December 19, 2020, and (iv) has an original issue discount of $3,000 each. | |||||
Debt discount rate | 39.00% | |||||
Original issue discount | $ 3,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible notes payable, Gross | $ 2,472,100 | $ 3,492,000 | $ 1,390,000 |
Less debt discount and debt issuance cost | (58,733) | (279,214) | (1,070,523) |
Convertible notes payable | 2,413,367 | 3,212,786 | 319,477 |
Less current portion of convertible notes payable | 2,413,367 | 3,212,786 | 161,227 |
Long-term convertible notes payable | 158,250 | ||
Originated in September 2018 [Member] | |||
Convertible notes payable, Gross | 92,600 | 1,700,000 | 985,000 |
Originated in October 2018 [Member] | |||
Convertible notes payable, Gross | 294,150 | 444,150 | 110,000 |
Originated in October 2018 [Member] | |||
Convertible notes payable, Gross | 608,850 | 608,850 | 220,000 |
Originated in April 2019 [Member] | |||
Convertible notes payable, Gross | 600,000 | ||
Originated in June 2019 [Member] | |||
Convertible notes payable, Gross | 63,000 | ||
Originated in November 2019 [Member] | |||
Convertible notes payable, Gross | 38,000 | ||
Originated in December 2019 [Member] | |||
Convertible notes payable, Gross | 38,000 | ||
Issued in Fiscal Year 2020 [Member] | |||
Convertible notes payable, Gross | $ 1,476,500 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible notes payable, Gross | $ 2,472,100 | $ 3,492,000 | $ 1,390,000 |
Debt discount and debt issuance cost | (58,733) | (279,214) | (1,070,523) |
Convertible notes payable | 2,413,367 | 3,212,786 | 319,477 |
Less current portion of convertible notes payable | 2,413,367 | 3,212,786 | 161,227 |
Long-term convertible notes payable | 158,250 | ||
Originated in October 2014 [Member] | |||
Convertible notes payable, Gross | 75,000 | ||
Originated in September 2018 [Member] | |||
Convertible notes payable, Gross | 92,600 | 1,700,000 | 985,000 |
Originated in October 2018 [Member] | |||
Convertible notes payable, Gross | 294,150 | 444,150 | 110,000 |
Originated in October 2018 [Member] | |||
Convertible notes payable, Gross | 608,850 | 608,850 | 220,000 |
Originated in April 2019 [Member] | |||
Convertible notes payable, Gross | 600,000 | ||
Originated in June 2019 [Member] | |||
Convertible notes payable, Gross | 63,000 | ||
Originated in November 2019 [Member] | |||
Convertible notes payable, Gross | 38,000 | ||
Originated in December 2019 [Member] | |||
Convertible notes payable, Gross | $ 38,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative, gain (loss) on derivative, net | $ (420,070) | $ (1,967,072) | $ (9,698,885) | $ 7,266,703 | $ 7,238,498 | $ (13,271,308) |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative, gain (loss) on derivative, net | $ (420,070) | $ (1,967,072) | $ (9,698,885) | $ 7,266,703 | $ 7,238,498 | $ (13,271,308) |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019Number | Dec. 31, 2018Number | |
Expected Dividend Yield [Member] | |||
Derivative liability, measurement input | 0 | 0 | |
Minimum [Member] | |||
Expected term | 2 months 30 days | 6 months 14 days | |
Minimum [Member] | Measurement Input, Expected Term [Member] | |||
Expected term | 7 days | 2 months 30 days | |
Minimum [Member] | Expected Average Volatility [Member] | |||
Derivative liability, measurement input | 187 | 160 | 164 |
Minimum [Member] | Risk Free Interest Rate [Member] | |||
Derivative liability, measurement input | 0.01 | 1.55 | 2.51 |
Maximum [Member] | |||
Expected term | 5 years | 5 years | |
Maximum [Member] | Measurement Input, Expected Term [Member] | |||
Expected term | 5 years | 5 years | |
Maximum [Member] | Expected Average Volatility [Member] | |||
Derivative liability, measurement input | 464 | 305 | 355 |
Maximum [Member] | Risk Free Interest Rate [Member] | |||
Derivative liability, measurement input | 1.57 | 2.50 | 2.86 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) (10-K) | 12 Months Ended | ||
Dec. 31, 2019Number | Dec. 31, 2018Number | Sep. 30, 2020 | |
Expected Dividend Yield [Member] | |||
Derivative liability, measurement input | 0 | 0 | |
Minimum [Member] | |||
Expected term | 2 months 30 days | 6 months 14 days | |
Minimum [Member] | Expected Average Volatility [Member] | |||
Derivative liability, measurement input | 160 | 164 | 187 |
Minimum [Member] | Risk Free Interest Rate [Member] | |||
Derivative liability, measurement input | 1.55 | 2.51 | 0.01 |
Maximum [Member] | |||
Expected term | 5 years | 5 years | |
Maximum [Member] | Expected Average Volatility [Member] | |||
Derivative liability, measurement input | 305 | 355 | 464 |
Maximum [Member] | Risk Free Interest Rate [Member] | |||
Derivative liability, measurement input | 2.50 | 2.86 | 1.57 |
Derivative Liabilities - Sche_3
Derivative Liabilities - Schedule of Changes in Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in derivative liabilities recognized as loss on derivative | $ (420,070) | $ (1,967,072) | $ (9,698,885) | $ 7,266,703 | $ 7,238,498 | $ (13,271,308) |
Derivative liability ending | 792,175 | 792,175 | ||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Derivative liability beginning | 2,601,277 | $ 12,447,109 | 12,447,109 | 295,800 | ||
Addition of new derivatives recognized as debt discounts | 792,175 | 606,000 | 1,276,667 | |||
Addition of new derivatives recognized as day-one loss | 9,087,704 | 1,544,785 | 716,948 | |||
Derivative liabilities settled upon conversion of convertible note | (9,848,518) | (3,130,000) | (2,480,000) | |||
Change in derivative liabilities recognized as loss on derivative | 611,181 | (8,783,283) | 12,554,360 | |||
Derivative liability ending | $ 3,243,819 | $ 3,243,819 | $ 2,601,277 | $ 12,447,109 |
Derivative Liabilities - Sche_4
Derivative Liabilities - Schedule of Changes in Derivative Liabilities (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in derivative liabilities recognized as loss on derivative | $ (420,070) | $ (1,967,072) | $ (9,698,885) | $ 7,266,703 | $ 7,238,498 | $ (13,271,308) |
Derivative liability ending | 792,175 | 792,175 | ||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Derivative liability beginning | 2,601,277 | $ 12,447,109 | 12,447,109 | 295,800 | ||
Addition of new derivatives recognized as debt discounts | 792,175 | 606,000 | 1,276,667 | |||
Addition of new derivatives recognized as day-one loss | 9,087,704 | 1,544,785 | 716,948 | |||
Derivative liabilities settled upon conversion of convertible note | (9,848,518) | (3,130,000) | (2,480,000) | |||
Reclassification from APIC to derivative due to tainted instruments | 167,544 | 83,334 | ||||
Reclassification to APIC from derivative due to not tainted instruments | (250,878) | |||||
Change in derivative liabilities recognized as loss on derivative | 611,181 | (8,783,283) | 12,554,360 | |||
Derivative liability ending | $ 3,243,819 | $ 3,243,819 | $ 2,601,277 | $ 12,447,109 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest expense | $ 249,907 | $ 389,756 | $ 246,914 | $ 43,394 |
Amortization of debt discount | 1,309,125 | $ 1,002,815 | $ 1,460,309 | |
Notes Payable [Member] | ||||
Interest expense | 22,775 | |||
Amortization of debt discount | $ 182,219 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Promissory notes payable, Gross | $ 925,247 | $ 165,120 | |
Less debt discount and debt issuance cost | (94,539) | ||
Promissory notes payable | 830,708 | 165,120 | |
Long-term Promissory notes payable | 547,025 | ||
10% Promissory Note Originated In October 2019 [Member] | |||
Promissory notes payable, Gross | $ 25,060 | $ 25,060 | |
Maturity | Due on demand | Due on demand | |
Interest Rate | 10.00% | 10.00% | |
Promissory Note Originated In October 2019 One [Member] | |||
Promissory notes payable, Gross | $ 25,060 | $ 25,060 | |
Maturity | Due on demand | Due on demand | |
Interest Rate | 10.00% | 10.00% | |
Promissory Note - Originated In November 2019 [Member] | |||
Promissory notes payable, Gross | $ 115,000 | ||
Maturity | Due on August 19, 2020 | Due on August 19, 2020 | |
Interest Rate | 10.00% | 10.00% | |
Promissory Note - Originated In April 2020 [Member] | |||
Promissory notes payable, Gross | $ 10,000 | ||
Maturity | Due on demand | Due on demand | |
Interest Rate | 0.00% | 0.00% | |
Promissory Note - Originated In April 2020 One [Member] | |||
Promissory notes payable, Gross | $ 339,000 | ||
Maturity | 2 years | 2 years | |
Interest Rate | 1.00% | 1.00% | |
Promissory Note - Originated In May 2020 [Member] | |||
Promissory notes payable, Gross | $ 150,000 | ||
Maturity | 30 years | 30 years | |
Interest Rate | 1.00% | 1.00% | |
Promissory Note - Originated In June 2020 [Member] | |||
Promissory notes payable, Gross | $ 287,828 | ||
Interest Rate | 16.00% | 16.00% | |
Daily/monthly payment | $ 3,943 | $ 3,943 | |
Promissory Note - Originated In September 2020 [Member] | |||
Promissory notes payable, Gross | $ 88,299 | ||
Maturity | 36 months | 36 months | |
Interest Rate | 14.00% | 14.00% | |
Daily/monthly payment | $ 2,874 | $ 2,874 |
Capital Stock and Reverse Sto_3
Capital Stock and Reverse Stock Split (Details Narrative) - $ / shares | Oct. 14, 2019 | Oct. 14, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 | Oct. 28, 2019 | Jun. 21, 2019 | Jun. 20, 2019 | Dec. 31, 2017 |
Reverse stock split | 1-for-750 | 1-for-750 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 60,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | 15,000,000,000 | 8,888,000,000 | ||
Preferred stock, shares authorized | 337,500 | 337,500 | 337,500 | 337,500 | 337,500 | 337,500 | |||||||
Preferred stock, shares issued | 100,000 | 100,000 | 1,334 | 1,334 | 1,334 | ||||||||
Preferred stock, shares outstanding | 100,000 | 100,000 | 1,334 | 1,334 | 1,334 | ||||||||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 9,710,239 | 9,710,239 | 607,977,018 | 607,977,018 | 9,692,065 | 6,816,281 | 7,282,678,714 | ||||||
Common stock, shares outstanding | 9,710,239 | 9,710,239 | 607,977,018 | 607,977,018 | 9,692,065 | 6,816,281 | 7,282,678,714 | ||||||
Share-based compensation, shares | 11,032,732 | 295,810 | 307,021 | ||||||||||
Warrants cancelled | 32,894,737 | ||||||||||||
Warrants exercisable | 330,504,870 | 330,504,870 | 1,873,684 | 67,204 | |||||||||
Warrants weighted average exercise price | $ 0.0032 | $ 0.0032 | $ 0.4914 | $ 0.003 | |||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued for the period | 11,935,000 | 557,942 | |||||||||||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | All shares have equal voting rights, are non-assessable, and have one vote per share. | |||||||||||
Common stock issued for conversion of debt | 422,568,473 | 556,587,683 | |||||||||||
Stock issued for asset acquisition, shares | 2,465,754 | 219,379 | |||||||||||
Shares issued for the settlement of stock subscription, shares | 1,496,516 | ||||||||||||
Share-based compensation, shares | 12,435,000 | ||||||||||||
Common stock issued for cashless warrant | 25,300,000 | ||||||||||||
Common Stock [Member] | CEO [Member] | |||||||||||||
Number of shares issued for the period | 6,000,000 | ||||||||||||
Common Stock [Member] | Chief Financial Officer [Member] | |||||||||||||
Share-based compensation, shares | 500,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Number of warrants to acquire common stock | 330,000 | 330,000 | |||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||
Warrants exercise price | $ 0.50 | $ 0.50 | |||||||||||
Warrants cancelled | 250,000 | ||||||||||||
Increase in warrants | 386,870,032 | 1,256,002 | |||||||||||
Warrants exercisable | 389,073,716 | 389,073,716 | 1,873,684 | ||||||||||
Warrants weighted average exercise price | $ 0.0032 | $ 0.0032 | $ 0.49 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 | ||||||||||
Preferred stock, designated shares | 150,000 | 150,000 | 337,500 | ||||||||||
Preferred stock, shares issued | 150,000 | 150,000 | 1,334 | 1,334 | |||||||||
Preferred stock, shares outstanding | 150,000 | 150,000 | 1,334 | 1,334 | |||||||||
Debt converted of common stock, shares | 1,000 | 15,000 | |||||||||||
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 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | |||||||||||
Number of shares issued for the period | |||||||||||||
Stock issued for asset acquisition, shares | |||||||||||||
Series A Preferred Stock [Member] | CEO [Member] | |||||||||||||
Number of shares issued for the period | 148,666 |
Capital Stock and Reverse Sto_4
Capital Stock and Reverse Stock Split (Details Narrative) (10-K) - USD ($) | Oct. 14, 2019 | Oct. 14, 2019 | May 21, 2019 | Apr. 16, 2019 | Feb. 07, 2019 | Feb. 06, 2019 | Jan. 15, 2019 | Jan. 26, 2018 | Aug. 31, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 | Oct. 28, 2019 | Jun. 21, 2019 | Jun. 20, 2019 | Dec. 31, 2017 |
Reverse stock split | 1-for-750 | 1-for-750 | ||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 1,500,000,000 | 1,500,000,000 | 60,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | 15,000,000,000 | 8,888,000,000 | ||||||||||
Preferred stock, shares authorized | 337,500 | 337,500 | 337,500 | 337,500 | 337,500 | |||||||||||||||
Common stock, shares issued | 9,710,239 | 9,710,239 | 607,977,018 | 9,692,065 | 6,816,281 | 7,282,678,714 | ||||||||||||||
Common stock, shares outstanding | 9,710,239 | 9,710,239 | 607,977,018 | 9,692,065 | 6,816,281 | 7,282,678,714 | ||||||||||||||
Preferred stock, shares issued | 100,000 | 100,000 | 1,334 | 1,334 | 1,334 | |||||||||||||||
Preferred stock, shares outstanding | 100,000 | 100,000 | 1,334 | 1,334 | 1,334 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | |||||||||||||||||||
Stock issued restricted shares | ||||||||||||||||||||
Value of common stock shares issued | 500,000 | |||||||||||||||||||
Payment for settlement of lawsuit | $ 65,000 | |||||||||||||||||||
Warrants exercisable | 330,504,870 | 1,873,684 | 67,204 | |||||||||||||||||
Warrants weighted average exercise price | $ 0.0032 | $ 0.4914 | $ 0.003 | |||||||||||||||||
Omnibus Stock Incentive Plan [Member] | ||||||||||||||||||||
Stock issued restricted shares subscriptions | 236,681 | |||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||
Debt converted of common stock, shares | 800,000 | 533,333 | 533,333 | 133,333 | ||||||||||||||||
Debt converted into common stock | $ 30,000 | $ 20,000 | $ 20,000 | $ 5,000 | ||||||||||||||||
Stock issued restricted shares | $ 557,936 | |||||||||||||||||||
Stock issued restricted shares subscriptions | 500,000 | |||||||||||||||||||
Number of warrants to acquire common stock | 291,219 | |||||||||||||||||||
Warrant strike price per share | $ 2.18 | |||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||
Mr. Remillard [Member] | ||||||||||||||||||||
Additional estimated shares | 133,333 | 133,333 | ||||||||||||||||||
Number of shares issued for the period | 133,333 | |||||||||||||||||||
Myriad Software Productions, LLC [Member] | Mr. Remillard [Member] | ||||||||||||||||||||
Number of shares issued for the period | 1,600,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | ||||||||||||||||||
Preferred stock, shares issued | 150,000 | 1,334 | 1,334 | |||||||||||||||||
Preferred stock, shares outstanding | 150,000 | 1,334 | 1,334 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, designated shares | 150,000 | 337,500 | ||||||||||||||||||
Debt converted of common stock, shares | 1,000 | 15,000 | ||||||||||||||||||
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 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | ||||||||||||||||||
Stock issued restricted shares | ||||||||||||||||||||
Stock issued restricted shares subscriptions | ||||||||||||||||||||
Number of shares issued for the period | ||||||||||||||||||||
Value of common stock shares issued | ||||||||||||||||||||
Cancellation of share due to settlement of lawsuit, shares | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Adjustment to additional paid in capital | $ 7,451,243 | $ 5,106,394 | ||||||||||||||||||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | All shares have equal voting rights, are non-assessable, and have one vote per share. | ||||||||||||||||||
Stock issued restricted shares | $ 237 | |||||||||||||||||||
Stock issued restricted shares subscriptions | 236,681 | |||||||||||||||||||
Number of shares issued for the period | 11,935,000 | 557,942 | ||||||||||||||||||
Value of common stock shares issued | $ 558 | |||||||||||||||||||
Cancellation of share due to settlement of lawsuit, shares | 2,000,000 | |||||||||||||||||||
Stock Subscription [Member] | ||||||||||||||||||||
Number of shares issued for the period | 336,020 | 336,020 | ||||||||||||||||||
Value of common stock shares issued | $ 500,000 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Number of warrants to acquire common stock | 330,000 | |||||||||||||||||||
Warrant strike price per share | $ 0.50 | |||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||
Warrant exercisable into shares of common stock | 9,946,921 | |||||||||||||||||||
Increase in warrants | 386,870,032 | 1,256,002 | ||||||||||||||||||
Warrants exercisable | 389,073,716 | 1,873,684 | ||||||||||||||||||
Warrants weighted average exercise price | $ 0.0032 | $ 0.49 | ||||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||||
Warrant strike price per share | 0.53 | |||||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||||
Warrant strike price per share | $ 2.25 |
Capital Stock and Reverse Sto_5
Capital Stock and Reverse Stock Split - Summary of Warrants Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Warrants Outstanding Beginning balance, Shares | 1,873,684 | 67,204 | |
Warrants Granted, Shares | 330,000 | 550,478 | 67,204 |
Warrants Reset feature, Shares | 386,870,032 | 1,256,002 | |
Warrants Exercised, Shares | (25,674,109) | ||
Warrants Forfeited/canceled, Shares | (32,894,737) | ||
Warrants Outstanding Ending balance, Shares | 330,504,870 | 1,873,684 | 67,204 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 0.4914 | $ 0.003 | |
Warrants Granted, Weighted Average Exercise Price | 0.5000 | 0.002 | 0.03 |
Warrants Reset feature, Weighted Average Exercise Price | 0.0032 | 0.001 | |
Warrants Exercised, Weighted Average Exercise Price | 0.0051 | ||
Warrants Forfeited/canceled, Weighted Average Exercise Price | 0.0032 | ||
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 0.0032 | $ 0.4914 | $ 0.003 |
Capital Stock and Reverse Sto_6
Capital Stock and Reverse Stock Split - Summary of Warrants Activity (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Warrants Outstanding Beginning balance, Shares | 1,873,684 | 67,204 | |
Warrants Granted, Shares | 330,000 | 550,478 | 67,204 |
Warrants Reset feature, Shares | 386,870,032 | 1,256,002 | |
Warrants Exercised, Shares | 25,674,109 | ||
Warrants Forfeited/canceled, Shares | 32,894,737 | ||
Warrants Outstanding Ending balance, Shares | 330,504,870 | 1,873,684 | 67,204 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 0.4914 | $ 0.003 | |
Warrants Granted, Weighted Average Exercise Price | 0.5000 | 0.002 | 0.03 |
Warrants Reset feature, Weighted Average Exercise Price | 0.0032 | 0.001 | |
Warrants Exercised, Weighted Average Exercise Price | 0.0051 | ||
Warrants Forfeited/canceled, Weighted Average Exercise Price | 0.0032 | ||
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 0.0032 | $ 0.4914 | $ 0.003 |
Capital Stock and Reverse Sto_7
Capital Stock and Reverse Stock Split - Schedule of Outstanding and Exercisable Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares, Warrants Outstanding | 330,504,870 | 1,873,684 | 67,204 | |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 3 months 15 days | 4 years 1 month 20 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0032 | $ 0.49 | ||
Number of Shares, Warrants Exercisable | 297,355,450 | 1,873,684 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0032 | $ 0.49 | ||
Warrant One [Member] | ||||
Number of Shares, Warrants Outstanding | 50,403,226 | 311,132 | ||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 2 months 8 days | 3 years 11 months 12 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0030 | $ 0.49 | ||
Number of Shares, Warrants Exercisable | 50,403,226 | 311,132 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0030 | $ 0.49 | ||
Warrant Two [Member] | ||||
Number of Shares, Warrants Outstanding | 211,133,511 | 1,303,293 | ||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 4 months 6 days | 4 years 1 month 6 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0030 | $ 0.49 | ||
Number of Shares, Warrants Exercisable | 211,133,511 | 1,303,293 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0030 | $ 0.49 | ||
Warrant Three [Member] | ||||
Number of Shares, Warrants Outstanding | 35,818,713 | 259,259 | ||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 9 months 11 days | 4 years 6 months 10 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0030 | $ 0.53 | ||
Number of Shares, Warrants Exercisable | 35,818,713 | 259,259 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0030 | $ 0.53 | ||
Warrant Four [Member] | ||||
Number of Shares, Warrants Outstanding | 33,149,420 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 6 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0005 | |||
Number of Shares, Warrants Exercisable | 33,149,420 | |||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0005 |
Capital Stock and Reverse Sto_8
Capital Stock and Reverse Stock Split - Schedule of Outstanding and Exercisable Warrants (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares, Warrants Outstanding | 330,504,870 | 1,873,684 | 67,204 | |
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 3 months 15 days | 4 years 1 month 20 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0032 | $ 0.49 | ||
Number of Shares, Warrants Exercisable | 297,355,450 | 1,873,684 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0032 | $ 0.49 | ||
Warrant One [Member] | ||||
Number of Shares, Warrants Outstanding | 50,403,226 | 311,132 | ||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 2 months 8 days | 3 years 11 months 12 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0030 | $ 0.49 | ||
Number of Shares, Warrants Exercisable | 50,403,226 | 311,132 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0030 | $ 0.49 | ||
Warrant Two [Member] | ||||
Number of Shares, Warrants Outstanding | 211,133,511 | 1,303,293 | ||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 4 months 6 days | 4 years 1 month 6 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0030 | $ 0.49 | ||
Number of Shares, Warrants Exercisable | 211,133,511 | 1,303,293 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0030 | $ 0.49 | ||
Warrant Three [Member] | ||||
Number of Shares, Warrants Outstanding | 35,818,713 | 259,259 | ||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 9 months 11 days | 4 years 6 months 10 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0030 | $ 0.53 | ||
Number of Shares, Warrants Exercisable | 35,818,713 | 259,259 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0030 | $ 0.53 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase (decrease) | $ 944,000 |
Net operating and economic loss carryforwards | $ 11,823,000 |
Federal income tax rate | 21.00% |
State income tax rate | 2.00% |
Change in effective tax rate | 0.00% |
Statutory rate effect of non-deductible expenses | 23.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 3,016,000 | $ 1,776,000 |
Valuation allowance | (3,016,000) | (1,776,000) |
Net deferred tax asset |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate Losses Before Income Tax (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Loss for the year | $ (1,500,140) | $ (3,196,401) | $ (14,254,335) | $ 4,027,330 | $ (607,371) | $ (15,091,333) |
Income tax (recovery) at statutory rate | (128,000) | (3,331,900) | ||||
State income tax expense, net of federal tax effect | (12,000) | (317,300) | ||||
Permanent difference and other | (1,100,000) | 3,124,600 | ||||
Change in valuation allowance | 1,240,000 | 525,900 | ||||
Other | (1,300) | |||||
Income tax expense per books |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock [Member] | |||
Share-based compensation, vesting period | 1 year | ||
Share-based compensation, expiration term | 10 years | ||
Unrecognized compensation and non-vested | $ 4,806 | $ 147,743 | |
Stock Options [Member] | |||
Share-based compensation, vesting period | 1 year | 1 year | |
Share-based compensation, expiration term | 10 years | 10 years | |
Weighted average granted date fair value stock options granted | $ 0.0062 | $ 0.72 | |
Fair value of option vested | $ 68,429 | $ 211,838 | |
Unrecognized compensation and non-vested | $ 25,413 | $ 18,229 | $ 142,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock [Member] | |||
Share-based compensation, vesting period | 1 year | ||
Share-based compensation, expiration term | 10 years | ||
Unrecognized compensation and non-vested | $ 147,743 | $ 291,000 | |
Stock Options [Member] | |||
Share-based compensation, vesting period | 1 year | 1 year | |
Share-based compensation, expiration term | 10 years | 10 years | |
Weighted average granted date fair value stock options granted | $ 0.0062 | $ 0.72 | |
Fair value of option vested | $ 68,429 | $ 211,838 | |
Unrecognized compensation and non-vested | $ 25,413 | $ 18,229 | $ 142,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Balance Beginning | 377,227 | 166,385 | |
Options Outstanding, Grants of stock options | 11,032,732 | 295,810 | 307,021 |
Options Outstanding, Exercised stock options | (6) | ||
Options Outstanding, Cancelled stock options | (81,962) | (84,968) | (140,636) |
Options Outstanding, Balance Ending | 11,327,991 | 377,227 | 166,385 |
Weighted-Average Exercise Price, Balance Beginning | $ 1.86 | $ 3.45 | |
Weighted-Average Exercise Price, Grants of stock options | 0.03 | 1.09 | 3.71 |
Weighted-Average Exercise Price, Exercised stock options | 3,750 | ||
Weighted-Average Exercise Price, Cancelled stock options | 1.53 | 3.82 | 3.09 |
Weighted-Average Exercise Price, Balance Ending | $ 0.08 | $ 1.86 | $ 3.45 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Balance Beginning | 377,227 | 166,385 | |
Options Outstanding, Grants of stock options | 11,032,732 | 295,810 | 307,021 |
Options Outstanding, Cancelled stock options | (81,962) | (84,968) | (140,636) |
Options Outstanding, Balance Ending | 11,327,991 | 377,227 | 166,385 |
Weighted-Average Exercise Price, Balance Beginning | $ 1.86 | $ 3.45 | |
Weighted-Average Exercise Price, Grants of stock options | 0.03 | 1.09 | 3.71 |
Weighted-Average Exercise Price, Cancelled stock options | 1.53 | 3.82 | 3.09 |
Weighted-Average Exercise Price, Balance Ending | $ 0.08 | $ 1.86 | $ 3.45 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted Average Assumptions for Stock Options Granted (Details) - Stock Options [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Expected term (years) | 3 months 19 days | 2 years 9 months 18 days |
Expected stock price volatility | 32.49% | 153.58% |
Weighted-average risk-free interest rate | 0.03% | 1.13% |
Expected dividend | 0.00% | 0.00% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Weighted Average Assumptions for Stock Options Granted (Details) (10-K) - Stock Options [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Expected term (years) | 3 months 19 days | 2 years 9 months 18 days |
Expected stock price volatility | 32.49% | 153.58% |
Weighted-average risk-free interest rate | 0.03% | 1.13% |
Expected dividend | 0.00% | 0.00% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Options Vested and Expected to Vest (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding | 11,327,991 | 377,277 |
Number of Options, Exercisable | 851,439 | 112,100 |
Number of Options, Expected to vest | 10,476,552 | 265,127 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 8 months 9 days | 6 years 7 months 21 days |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 9 months 18 days | 5 years 9 months 22 days |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 9 months 3 days | 6 years 11 months 26 days |
Weighted-Average Exercise Price, Outstanding | $ 0.08 | $ 1.86 |
Weighted-Average Exercise Price, Exercisable | 0.70 | 3.95 |
Weighted-Average Exercise Price, Expected to vest | $ 0.03 | $ 0.98 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Vested and Expected to Vest (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding | 11,327,991 | 377,277 |
Number of Options, Exercisable | 851,439 | 112,100 |
Number of Options, Expected to vest | 10,476,552 | 265,127 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 8 months 9 days | 6 years 7 months 21 days |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 9 months 18 days | 5 years 9 months 22 days |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 9 months 3 days | 6 years 11 months 26 days |
Weighted-Average Exercise Price, Outstanding | $ 0.08 | $ 1.86 |
Weighted-Average Exercise Price, Exercisable | 0.70 | 3.95 |
Weighted-Average Exercise Price, Expected to vest | $ 0.03 | $ 0.98 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Restricted Stock, Exercised | (25,674,109) | ||
Restricted Stock [Member] | |||
Number of Restricted Stock, Balance Beginning | 524,337 | 126,432 | |
Number of Restricted Stock, Shares of restricted stock granted | 18,430,000 | 900,203 | 235,576 |
Number of Restricted Stock, Exercised | (261,135) | ||
Number of Restricted Stock, Cancelled | (72,145) | (241,163) | (109,144) |
Number of Restricted Stock, Balance Ending | 18,882,192 | 524,337 | 126,432 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ 0.97 | $ 3.70 | |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | 0.0001 | 0.78 | 3.13 |
Weighted-Average Fair Value of Restricted Stock, Exercised | 1.67 | ||
Weighted-Average Fair Value of Restricted Stock, Cancelled | 0.60 | 0.95 | 2.47 |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ 0.02 | $ 0.97 | $ 3.70 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Restricted Stock Activity (Details) (10-K) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Restricted Stock, Exercised | (25,674,109) | ||
Restricted Stock [Member] | |||
Number of Restricted Stock, Balance Beginning | 524,337 | 126,432 | |
Number of Restricted Stock, Shares of restricted stock granted | 18,430,000 | 900,203 | 235,576 |
Number of Restricted Stock, Exercised | (261,135) | ||
Number of Restricted Stock, Cancelled | (72,145) | (241,163) | (109,144) |
Number of Restricted Stock, Balance Ending | 18,882,192 | 524,337 | 126,432 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ 0.97 | $ 3.70 | |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | 0.0001 | 0.78 | 3.13 |
Weighted-Average Fair Value of Restricted Stock, Exercised | 1.67 | ||
Weighted-Average Fair Value of Restricted Stock, Cancelled | 0.60 | 0.95 | 2.47 |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ 0.02 | $ 0.97 | $ 3.70 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted Stock [Member] - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Restricted Stock Awards, Vested | 12,582,192 | 57,243 | |
Number of Restricted Stock Awards, Non-vested | 6,300,000 | 467,094 | 126,432 |
Share-Based Compensation - Sc_5
Share-Based Compensation - Schedule of Restricted Stock Awards (Details) (10-K) - Restricted Stock [Member] - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Restricted Stock Awards, Vested | 12,582,192 | 57,243 | |
Number of Restricted Stock Awards, Non-vested | 6,300,000 | 467,094 | 126,432 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 16, 2019 | |
Notes payable | $ 830,708 | $ 830,708 | $ 165,120 | |||||
Due to related party | 638,345 | 638,345 | 1,103,314 | $ 287,084 | ||||
Repayment of notes payable | 685,295 | $ 600,000 | 650,000 | |||||
Operating expenses | 861,215 | $ 1,407,911 | 4,100,856 | $ 3,665,785 | 5,270,386 | 2,230,025 | ||
Loss on settlement of debt | $ 1,206,329 | |||||||
Series A Preferred Stock [Member] | ||||||||
Shares issued during the period, New issues | ||||||||
CEO [Member] | ||||||||
Notes payable | $ 12,900 | |||||||
Due to related party | 135,000 | 135,000 | ||||||
Repayment of notes payable | 162,485 | |||||||
Operating expenses | 241,941 | 137,264 | ||||||
Repayment of debt | 247,411 | |||||||
Convertible note | 81,000 | 81,000 | ||||||
Prepayment penalty | 54,000 | |||||||
Loss on settlement of debt | $ 54,000 | |||||||
CEO [Member] | Series A Preferred Stock [Member] | ||||||||
Shares issued during the period, New issues | 148,666 | |||||||
Share Settlement Agreement [Member] | Series A Preferred Stock [Member] | ||||||||
Shares issued during the period, New issues | 144,000 | |||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | ||||||||
Notes payable | $ 484,061 | $ 484,061 | 828,561 | $ 940,000 | ||||
Due to related party | $ 97,689 | |||||||
Repayment of notes payable | 374,952 | 124,984 | ||||||
Interest expenses | $ 30,452 | $ 13,545 | ||||||
Mr. Remillard [Member] | ||||||||
Purchase consideration, common stock shares issuable | $ 1,600,000 | |||||||
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 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Jan. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 16, 2019 | |
Number of common stock shares issued for stock payable, value | $ 500,000 | ||||||||
Advances from related party | $ 241,942 | 12,900 | |||||||
Due to related party | 274,754 | ||||||||
Notes payable | $ 830,708 | 830,708 | 165,120 | ||||||
Repayment of notes payable | 685,295 | 600,000 | 650,000 | ||||||
Operating expenses | 861,215 | $ 1,407,911 | 4,100,856 | $ 3,665,785 | 5,270,386 | 2,230,025 | |||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | |||||||||
Due to related party | 97,689 | $ 97,689 | |||||||
Notes payable | 484,061 | 484,061 | 828,561 | $ 940,000 | |||||
Repayment of notes payable | 374,952 | 124,984 | |||||||
Interest expenses | 30,452 | 13,545 | |||||||
CEO [Member] | |||||||||
Due to related party | $ 135,000 | 135,000 | |||||||
Notes payable | 12,900 | ||||||||
Repayment of notes payable | 162,485 | ||||||||
Operating expenses | $ 241,941 | $ 137,264 | |||||||
Data443 Risk Mitigation, Inc [Member] | |||||||||
Ownership percentage | 100.00% | ||||||||
Number of shares issued for the period | 133,333 | ||||||||
Number of common stock shares issued for stock payable, value | $ 70,000 | ||||||||
Mr. Remillard [Member] | |||||||||
Purchase consideration, common stock shares issuable | $ 1,600,000 | ||||||||
Advances from related party | 287,000 | ||||||||
Due to related party | $ 181,000 | ||||||||
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 | $ 133,333 | ||||||||
Purchase consideration, description | One hundred thirty three thousand three hundred thirty three (133,333) 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 133,333 shares of our common stock (the "Earn Out Shares") provided that Data 443 has at least an additional $1,000,000 in revenue by the Earn Out Date (not including revenue directly from acquisitions). |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Contingent Liability for Common Shares Issuable (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Contingent liability for common shares issuable, beginning | $ 520,000 | $ 1,220,000 |
Gain on contingent liability | (450,000) | (700,000) |
Reclassification of Contingent liability to common shares issuable | (70,000) | |
Contingent liability for common shares issuable, ending | $ 520,000 |
Net Income Per Common Share - S
Net Income Per Common Share - Schedule of Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||
Numerator: Net Income (Loss) | $ (1,500,140) | $ (3,196,401) | $ (14,254,335) | $ 4,027,330 | $ (607,371) | $ (15,091,333) |
Numerator: Net Income (loss) - diluted | $ (1,341,496) | $ (3,196,401) | $ (14,095,691) | $ 4,027,330 | ||
Denominator: Weighted average common shares outstanding | 386,013,317 | 9,857,162 | 156,095,522 | 8,853,850 | ||
Denominator: Effect of dilutive shares | 753,598 | |||||
Denominator: Diluted | 386,013,317 | 9,857,162 | 156,095,522 | 9,607,448 | ||
Net income per common share: Basic | $ 0 | $ (0.32) | $ (0.09) | $ 0.45 | ||
Net income per common share: Diluted | $ 0 | $ (0.32) | $ (0.09) | $ 0.42 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 04, 2020 | Oct. 21, 2020 | Oct. 08, 2020 | Oct. 07, 2020 | Jan. 06, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Common Stock [Member] | |||||||
Number of shares issued for the period | 11,935,000 | 557,942 | |||||
Common stock issued for cashless warrant | 25,300,000 | ||||||
Subsequent Event [Member] | |||||||
Common stock issued for cashless warrant | 12,711,503 | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||||||
Purchase price | $ 305,000 | ||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Payment at Closing [Member] | |||||||
Purchase price | 125,000 | ||||||
Subsequent Event [Member] | Three Individuals [Member] | |||||||
Number of shares issued for the period | 2,465,754 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Debt converted into common stock | $ 131,250 | $ 92,600 | |||||
Debt converted into common stock shares | 37,500,000 | 30,866,666 | |||||
Subsequent Event [Member] | Common Stock [Member] | Asset Purchase Agreement [Member] | |||||||
Purchase price | $ 19,148,936 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Apr. 16, 2020shares | Apr. 14, 2020USD ($)shares | Apr. 03, 2020USD ($)shares | Apr. 02, 2020USD ($)shares | Apr. 01, 2020shares | Mar. 27, 2020USD ($)shares | Mar. 26, 2020USD ($)shares | Mar. 20, 2020USD ($)Number | Mar. 19, 2020USD ($)shares | Mar. 18, 2020USD ($)shares | Mar. 16, 2020USD ($)shares | Mar. 10, 2020USD ($)Number | Mar. 05, 2020USD ($)Numbershares | Mar. 02, 2020USD ($)shares | Feb. 21, 2020USD ($)shares | Feb. 12, 2020shares | Feb. 11, 2020USD ($)shares | Feb. 03, 2020USD ($)shares | Jan. 29, 2020USD ($)shares | Jan. 27, 2020USD ($)shares | Jan. 21, 2020USD ($)shares | Jan. 17, 2020USD ($)shares | Jan. 13, 2020USD ($)shares | Jan. 06, 2020shares | Jan. 03, 2020shares | May 21, 2019USD ($)shares | Apr. 16, 2019USD ($)shares | Feb. 07, 2019USD ($)shares | Jan. 15, 2019USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Proceeds from convertible debt | $ 1,352,250 | $ 600,000 | $ 676,000 | $ 1,285,000 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 2,413,367 | $ 3,212,786 | $ 319,477 | ||||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Value of debt converted into common stock | $ 30,000 | $ 20,000 | $ 20,000 | $ 5,000 | |||||||||||||||||||||||||||||
Debt converted into common stock shares | shares | 800,000 | 533,333 | 533,333 | 133,333 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Increase in number of common stock shares authorized | shares | 250,000,000 | ||||||||||||||||||||||||||||||||
Additional shares of common stock | shares | 20,000,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Value of debt converted into common stock | $ 6,471 | $ 17,460 | $ 20,000 | $ 13,274 | $ 19,675 | $ 15,000 | $ 42,075 | $ 33,248 | $ 38,250 | $ 44,000 | $ 36,000 | $ 36,000 | $ 8,150 | $ 15,000 | $ 23,000 | $ 84,000 | $ 20,000 | ||||||||||||||||
Debt converted into common stock shares | shares | 431,422 | 970,000 | 1,333,333 | 884,900 | 862.938 | 354,610 | 825,000 | 786,000 | 750,000 | 611,111 | 500,000 | 500,000 | 63,622 | 110,294 | 94,031 | 400,000 | 81,766 | ||||||||||||||||
Subsequent Event [Member] | GS Capital Note [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 136,250 | ||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 129,750 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||
Debt discount percentage | 35.00% | ||||||||||||||||||||||||||||||||
Trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Debt due date | Mar. 5, 2021 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Adar Note [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 78,750 | ||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 75,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||
Debt discount percentage | 35.00% | ||||||||||||||||||||||||||||||||
Trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Debt due date | Mar. 10, 2021 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Granite Global Value Investments Ltd [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 102,500 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Debt discount percentage | 25.00% | ||||||||||||||||||||||||||||||||
Trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Convertible promissory note | $ 125,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Value of debt converted into common stock | $ 4,521 | ||||||||||||||||||||||||||||||||
Debt converted into common stock shares | shares | 301,422 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Three Individuals [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued for the period | shares | 2,465,754 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued for the period | shares | 500,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jason Remillard [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued for the period | shares | 4,666 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Hubai Chuguan Industry Co. Ltd [Member] | |||||||||||||||||||||||||||||||||
Number of common stock shares cancelled | shares | 2,000,000 |