Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 23, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Data443 Risk Mitigation, Inc. | ||
Entity Central Index Key | 0001068689 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,771,695 | ||
Entity Common Stock, Shares Outstanding | 1,399,600,276 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 58,783 | $ 18,673 |
Accounts receivable | 136,503 | 63,556 |
Inventory | 8,301 | |
Prepaid expense and other current assets | 807 | |
Total current assets | 195,286 | 91,337 |
Property and equipment, net | 324,349 | 100,127 |
Operating lease right-of-use assets, net | 248,237 | 395,388 |
Intellectual property, net of accumulated amortization | 2,310,907 | 3,141,938 |
Deposits | 31,440 | 20,944 |
Total Assets | 3,110,219 | 3,749,734 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 401,014 | 408,195 |
Deferred revenue | 1,478,430 | 728,749 |
Interest payable | 62,212 | 59,979 |
Notes payable | 585,310 | 165,120 |
Convertible notes payable, net of unamortized discount | 1,243,768 | 3,212,786 |
Derivative liability | 2,601,277 | |
Due to a related party | 561,230 | 1,103,314 |
License fee payable | 1,094,691 | 1,094,691 |
Operating lease liability | 100,170 | 86,372 |
Finance lease liability | 90,565 | 34,425 |
Total Current Liabilities | 5,617,390 | 9,494,908 |
Series B Preferred Stock, 80,000 shares designated; $0.001 par value; Stated value $10.00 5,300 and 0 shares issued and outstanding, net of discount, respectively | 50,203 | |
Notes payable - non-current | 572,495 | |
Deferred revenues - non-current | 39,733 | 224,797 |
Operating lease liability - non-current | 237,961 | 373,000 |
Finance lease liability - non-current | 83,109 | 53,480 |
Total Liabilities | 6,600,891 | 10,146,185 |
Stockholders' Deficit | ||
Preferred stock value | ||
Common stock: 1,800,000,000 authorized; $0.001 par value 1,044,012,947 and 9,692,065 shares issued and outstanding, respectively | 1,044,013 | 9,692 |
Additional paid in capital | 30,983,749 | 15,204,771 |
Accumulated deficit | (35,518,584) | (21,610,915) |
Total Stockholders' Deficit | (3,490,672) | (6,396,451) |
Total Liabilities and Stockholders' Deficit | 3,110,219 | 3,749,734 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | 150 | 1 |
Total Stockholders' Deficit | $ 150 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary equity, shares authorized | 80,000 | 80,000 |
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, stated value | $ 10 | $ 10 |
Temporary equity, shares issued | 5,300 | 0 |
Temporary equity, shares outstanding | 5,300 | 0 |
Preferred stock, shares authorized | 337,500 | 337,500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,800,000,000 | 1,800,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 1,044,012,947 | 9,692,065 |
Common stock, shares outstanding | 1,044,012,947 | 9,692,065 |
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 |
Preferred stock, shares outstanding | 150,000 | 1,334 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 2,474,627 | $ 1,453,413 |
Cost of revenue | 303,515 | 117,106 |
Gross profit | 2,171,112 | 1,336,307 |
Operating expenses | ||
General and administrative | 5,830,703 | 4,796,652 |
Sales and marketing | 240,894 | 469,529 |
Research and development | 4,205 | |
Total operating expenses | 6,071,597 | 5,270,386 |
Net loss from operations | (3,900,485) | (3,934,079) |
Other income (expense) | ||
Interest expense | (2,517,947) | (1,761,823) |
Loss on impairment of intangible asset | (1,328,638) | |
Gain on contingent liability | 450,000 | |
Loss on settlement and extinguishment of debt | (82,337) | (1,271,329) |
Change in fair value of derivative liability | (7,406,416) | 7,238,498 |
Total other income (expense) | (10,006,700) | 3,326,708 |
Loss before income taxes | (13,907,185) | (607,371) |
Provision for income taxes | ||
Net loss | (13,907,185) | (607,371) |
Dividend on Series B Preferred Stock | (484) | |
Net loss attributable to common stockholders | $ (13,907,669) | $ (607,371) |
Basic and diluted loss per Common Share | $ (0.04) | $ (0.07) |
Basic and diluted weighted average number of common shares outstanding | 335,429,821 | 9,198,761 |
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, 2018 | $ 1 | $ 6,816 | $ 8,689,353 | $ (21,003,544) | $ (12,307,374) |
Balance, shares at Dec. 31, 2018 | 1,334 | 6,816,281 | |||
Common stock issued to settle debt | $ 2,000 | 3,203,000 | 3,205,000 | ||
Common stock issued to settle debt, shares | 2,000,000 | ||||
Stock issuable for asset purchase | 1,350,000 | 1,350,000 | |||
Stock issuable for asset purchase, shares | |||||
Settlement of stock subscriptions | $ 336 | (336) | |||
Settlement of stock subscriptions, shares | 336,020 | ||||
Issuance of restricted stock | $ 237 | (237) | |||
Issuance of restricted stock, shares | 236,681 | ||||
Warrants on stock subscriptions | 83,334 | 83,334 | |||
Issuance of common stock | $ 558 | 499,442 | 500,000 | ||
Issuance of common stock, shares | 557,942 | ||||
Share-based compensation | 869,960 | 869,960 | |||
Stock-based compensation, shares | |||||
Stock subscriptions | 440,000 | 440,000 | |||
Share exchange with related party for Data443 additional share issuable | 70,000 | 70,000 | |||
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 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 | |||
Settlement of stock subscriptions | $ 144 | $ 1,496 | (1,640) | ||
Settlement of stock subscriptions, shares | 144,000 | 1,496,516 | |||
Issuance of common stock, shares | 11,935,000 | ||||
Share-based compensation | $ 41,149 | 1,149,853 | 1,191,002 | ||
Stock-based compensation, shares | 41,148,732 | ||||
Beneficial conversion feature | 517,500 | 517,500 | |||
Preferred stock issued for service - related party | $ 5 | 158,639 | 158,644 | ||
Preferred stock issued for service - related party, shares | 4,666 | ||||
Common stock issued for conversion of debt | $ 812,893 | 13,546,533 | 14,359,446 | ||
Common stock issued for conversion of debt, shares | 812,893,572 | ||||
Common stock issued for exercised cashless warrant | $ 38,012 | (38,012) | |||
Common stock issued for exercised cashless warrant, shares | 38,011,503 | ||||
Common stock issued for asset purchase | $ 140,771 | 39,229 | 180,000 | ||
Common stock issued for asset purchase, shares | 140,770,559 | ||||
Resolution of derivative liability upon exercise of warrant | 406,856 | 406,856 | |||
Net loss | (13,907,669) | (13,907,669) | |||
Balance at Dec. 31, 2020 | $ 150 | $ 1,044,013 | $ 30,983,749 | $ (35,518,584) | $ (3,490,672) |
Balance, shares at Dec. 31, 2020 | 150,000 | 1,044,012,947 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,907,669) | $ (607,371) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | 7,406,416 | (7,238,498) |
Loss on impairment of asset | 1,328,638 | |
Gain on contingent liability | (450,000) | |
Loss on settlement and extinguishment of debt | 82,337 | 1,206,329 |
Stock-based compensation expense | 1,349,646 | 869,960 |
Depreciation and amortization | 1,487,305 | 1,498,137 |
Amortization of debt discount | 2,110,645 | 1,460,309 |
Bad debt | 50,800 | 103,020 |
Lease liability amortization | 25,910 | 63,984 |
Penalty interest | 25,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (123,747) | (596,873) |
Inventory | 8,301 | (8,301) |
Prepaid expenses and other assets | 807 | (20,251) |
Accounts payable and accrued liabilities | (161,104) | 310,995 |
Deferred revenue | 564,617 | 924,595 |
Payroll liability | 73,923 | 28,870 |
Accrued interest | 258,830 | 248,256 |
Due to related parties | 137,264 | |
Accrued consulting expense | (87,500) | |
Deposit | (10,496) | |
Net Cash used in Operating Activities | (758,479) | (828,437) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of intellectual property | (315,000) | (269,309) |
Purchase of property and equipment | (146,400) | (10,629) |
Net Cash used in Investing Activities | (461,400) | (279,938) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes payable | 1,502,250 | 676,000 |
Proceeds from issuance of common stock | 940,000 | |
Proceeds from issuance of series B Preferred Stock | 50,203 | |
Finance lease payments | (73,327) | (20,284) |
Proceeds from issuance of notes payable | 2,147,996 | 215,120 |
Repayment of notes payable | (1,689,846) | (650,000) |
Proceeds from related parties | 299,173 | 12,900 |
Repayment to related parties | (976,257) | (371,623) |
Net Cash provided by Financing Activities | 1,259,989 | 802,113 |
Net change in cash | 40,110 | (306,262) |
Cash, beginning of period | 18,673 | 324,935 |
Cash, end of period | 58,783 | 18,673 |
Supplemental cash flow information | ||
Cash paid for interest | 83,347 | 26,161 |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Intangible assets acquired through issuance of accounts receivable | 410,000 | |
Intangible assets acquired through license fee payable | 1,445,000 | |
Common stock issued for purchase of intangibles | 180,000 | 1,350,000 |
Settlement of stock subscriptions | 1,640 | |
Common stock issued for exercised cashless warrant | 38,012 | |
Settlement of accrued interest through issuance of convertible notes payable | ||
Settlement of convertible notes payable through issuance of common stock | 3,811,434 | 75,000 |
Resolution of derivative liability upon exercise of warrant | 406,856 | |
Resolution of derivative liability upon conversion of debt | 10,548,012 | 3,130,000 |
Beneficial conversion feature | 517,500 | |
Equipment paid by capital lease | 159,096 | 108,189 |
Increase in ROU asset and operating lease liability | 469,016 | |
Derivative liability recognized as debt discount | 947,175 | 606,000 |
Cancellation of common stock | 2,000 | |
Settlement of stock subscriptions | 336 | |
Issuance of restricted stock | 237 | |
Accounts payable for purchase of intellectual property | 80,000 | |
Issuance of convertible notes for repayment of due to related party | 150,000 | |
Adjustment of reverse stock split | 1,745 | |
Reclassification of APIC and Derivative | $ 83,334 |
Business Description
Business Description | 12 Months Ended |
Dec. 31, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 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 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. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at December 31, 2020 and 2019. Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. 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, 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 Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $1,349,646 in share-based compensation expense for the year ended December 31, 2020, compared to approximately $869,960 in share-based compensation expense for the year ended December 31, 2019. Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2020, 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. Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property and equipment, consisting mostly of computer equipment and software, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three - seven years 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, 2020 and 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 8), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined during the year based on management’s estimate of the expected future cash flows required to settle the liabilities. As of the end of year, at December 31, 2020 there were no derivative liabilities due to a combination of all convertible notes being either (i) converted into common stock; or, (ii) amended to have a fixed conversion price. 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, 2020 and 2019, 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. Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 11,751,592 377,277 Warrants - 1,873,684 Convertible notes 260,714,286 4,278,258 Total 422,465,878 7,863,219 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 adopted recently issued accounting pronouncements in 2019, and we believe that none had a significant impact on our financial position, balance sheet, 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 5 for more complete details on balances at December 31, 2020. 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. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | NOTE 3: LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future. During 2018, the Company 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4: PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of the dates presented: December 31, December 31, 2020 2019 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 421,323 115,827 424,314 118,818 Accumulated depreciation (99,965 ) (18,691 ) Property and equipment, net of accumulated depreciation $ 324,349 $ 100,127 Depreciation expense for the years ended December 31, 2020 and 2019, was $81,274 and $18,691, respectively. During the years ended December 31, 2020 and 2019, the Company acquired property and equipment of $305,496 and $10,629, respectively. |
Intellectual Property
Intellectual Property | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | NOTE 5: INTELLECTUAL PROPERTY On February 7, 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail 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, 2020 and 2019, the Company recorded impairment loss of $0 and $1,328,638, 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. On October 8, 2020, the Company entered into an Asset Purchase Agreement with Resilient Network Systems, Inc. (“ RNS The following table summarizes the components of the Company’s intellectual property as of the dates presented: December 31, 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 TM 1,388,051 1,388,051 FileFacets TM 135,000 - IntellyWP™ 135,000 - Resilient Network Systems 305,000 - 5,304,851 4,729,851 Accumulated amortization (2,993,944 ) (1,587,913 ) Intellectual property, net of accumulated amortization $ 2,310,907 $ 3,141,938 The Company recognized amortization expense of approximately $1,406,031 and $1,479,446 for the years ended December 31, 2020 and 2019, respectively. Based on the carrying value of definite-lived intangible assets as of December 31, 2020, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2021 $ 966,088 2022 860,484 2023 441,584 2024 27,000 Thereafter 15,750 2,310,907 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 6: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: December 31, December 31, 2020 2019 Accounts payable $ 178,319 $ 339,882 Credit cards and accrued liabilities 222,695 68,313 $ 401,014 $ 408,195 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | NOTE 7: DEFERRED REVENUE Changes in deferred revenue were as follows: December 31, December 31, 2020 2019 Balance, beginning of period $ 953,546 $ 28,951 Deferral of revenue 2,961,749 2,418,820 Recognition of deferred revenue (2,397,132 ) (1,494,225 ) Balance, end of period $ 1,518,163 $ 953,546 Current $ 1,478,430 $ 728,749 Non-current 39,733 224,797 $ 1,518,163 $ 953,546 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 8: 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. On July 1, 2020, the Company renegotiated the office lease to obtain rent expense relief for the months of April 2020 – December 2020. 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 $100,910 and $111,484 for the year ended December 31, 2020 and 2019, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. As of December 31, 2020 and 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, 2020 were as follows: Total Year Ended December 31, 2021 $ 123,600 2022 127,300 2023 131,150 Thereafter - 382,050 Less: Imputed interest (43,919 ) Operating lease liabilities 338,131 Operating lease liability – current 100,170 Operating lease liability - non-current $ 237,961 The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2020: Weighted average discount rate 8 % Weighted average remaining lease term (years) 3.04 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, 2020 and 2019, capital lease obligations included in current liabilities were $90,565 and $34,425, respectively, and capital lease obligations included in long-term liabilities were $83,109 and $53,480, respectively. As of December 31, 2020 and 2019, the Company recorded security deposit of $10,944. At December 31, 2020, future minimum lease payments under the finance lease obligations, are as follows: Total 2021 $ 106,532 2022 78,379 2023 10,496 Thereafter - 195,407 Less: Imputed interest (21,733 ) Finance lease liabilities 173,674 Finance lease liability – current 90,565 Finance lease liability - non-current $ 83,109 As of December 31, 2020 and December 31, 2019, finance lease assets are included in property and equipment as follows: December 31, December 31, 2020 2019 Finance lease assets $ 267,284 $ 109,280 Accumulated depreciation (87,337 ) (17,672 ) Finance lease assets, net of accumulated depreciation $ 179,947 $ 91,608 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 9: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: December 31, December 31, 2020 2019 Convertible Notes - originated in September 2018 $ - $ 1,700,000 Convertible Notes - originated in October 2018 - 444,150 Convertible Notes - originated in October 2018 - 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 1,526,000 - 1,526,000 3,492,000 Less debt discount and debt issuance cost (282,232 ) (279,214 ) 1,243,768 3,212,786 Less current portion of convertible notes payable 1,243,768 3,212,786 Long-term convertible notes payable $ - $ - During the years ended December 31, 2020 and 2019, the Company recognized interest expense of $274,857 and $246,914, and amortization of debt discount, included in interest expense of $1,576,907 and $1,460,309, respectively. Replacement of note During the twelve months ended December 31, 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”) for the issuance of a new convertible promissory note issued in favor of Blue Citi LLC in the amount of $325,000 (the “Exchange Note”). Both the Granite Note and the Granite Warrant were cancelled as a result of the exchange and the issuance of the Exchange Note. Terms of the Exchange Note include, without limitation, the following: 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. Effective November 17, 2020, the Company entered into a Settlement and Release Agreement (the “Settlement Agreement”) with an existing lender to, among things, settle all dispute regarding a convertible promissory note, and exchanged that note for a newly issued note. The disputed note, referred to herein as the “Smea2z Note”, was originally issued on October 23, 2018 in favor of Smea2z LLC in the original principal amount of Two Hundred Twenty Thousand Dollars ($220,000). Subsequent to the issuance of the Smea2z Note, a series of agreements were executed which amended various terms and conditions of the Smea2z Note, resulting in, among other things, a purported principal balance of Six Hundred Thousand Eight Hundred Fifty Dollars ($608,850). As a result of the Settlement Agreement, the Smea2z Note was cancelled, and a new note was issued (the “Exchange Note”) in exchange for the Smea2z Note. The Exchange Note was issued as of November 17, 2020 in the reduced original principal amount of Four Hundred Thousand Dollars ($400,000). The Exchange Note further provides as follows: a. No further interest shall accrue so long as there is no event of default; b. Maturity date remains the same: 30 June 2021; c. No right to prepay; d. Conversion price is fixed at $0.0035; e. Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than $0.0035 for at least 5-consecutive days; and f. Leak out provision: 1. One conversion per week, for no more than forty million shares; 2. If the trading volume for the Company’s common stock exceeds fifty million shares on any day, a second conversion may be exercised during that week, again for no more than forty million shares (a total of eighty million shares for that week). Effective November 18, 2020, the Company entered into an agreement with three existing investors in the Company (the “Warrant Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Exchanged Warrants”) held by the Warrant Holders totaled 617,682. The Company and the Warrant Holders agreed to exchange the Exchanged Warrants for three newly issued promissory notes (the “Warrant Exchange Notes”). As a result of the exchange, the Exchanged Warrants were cancelled and of no further force and effect. The Warrants Exchange Notes were issued as of November 18, 2020, in the total original principal amount of One Hundred Thousand Dollars ($100,000). The Warrant Exchange Notes further provide as follows: (i) interest accrues at 5% per annum; (ii) maturity date of November 18, 2025; (iii) no right to prepay; (iv) fixed conversion price of $0.01; and, (v) typical events of default for such a note. Conversion During the year ended December 31, 2020, the Company converted notes with principal amounts and accrued interest of $3,811,434 into 812,893,572 shares of common stock. The corresponding derivative liability at the date of conversion of $10,548,012 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 of the 2018 notes. 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. As of December 31, 2020, there were no outstanding notes that were issued in fiscal year 2018. 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 $$0.005. The notes include original issue discounts and financing costs totaling to $63,000 and the Company received cash of $676,000. As of December 31, 2020, there were no outstanding notes that were issued in fiscal year 2019. Promissory Notes - Issued in fiscal year 2020 During the twelve months ended December 31, 2020, the Company issued a total of $2,466,500 of notes with the following terms: ● Terms ranging from 5 months to 60 months. ● Annual interest rates of 0% - 25%. ● Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. ● Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $0.001 to $0.007. Certain note has a fixed conversion price of $0.5 for a first 5 months Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 18% if the conversion price is less than $$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 become 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 twelve months ended December 31, 2020 amounted to $10,854,214, and $947,175 of the value assigned to the derivative liability was recognized as a debt discount to the notes, while the balance of $9,907,039 was recognized as a “day 1” derivative loss. As of December 31, 2020, $1,526,000 notes that were issued in fiscal year 2020 were outstanding. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 10: 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 during the year based on management’s estimate of the expected future cash flows required to settle the liabilities, and used the Binomial pricing model to calculate the fair value as of December 31, 2020. As of the end of year, at December 31, 2020 there were no derivative liabilities. 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, 2020 and, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year Ended Year Ended December 31, 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 years ended December 31, 2020 and 2019: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 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 Addition of new derivatives recognized as debt discounts 947,175 Addition of new derivatives recognized as day-one loss 9,907,039 Derivative liabilities settled upon conversion of convertible note (10,954,868 ) Change in derivative liabilities recognized as loss on derivative (2,500,623 ) Derivative liability as of December 31, 2020 $ - The aggregate gain (loss) on derivatives during the years ended December 31, 2020 and 2019 was $(7,406,416) and $7,238,498, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 11: NOTES PAYABLE Notes payable consists of the following: December 31, 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 Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 - 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2) 150,000 - 30 years 3.75 % Promissory note - originated in June 2020 43,356 - $3,942.86 daily payment 16.0 % Promissory note - originated in September 2020 80,730 - $2,873.89 monthly payment for 36 months 14.0 % Promissory note - originated in October 2020 158,169 - $2,293.31 daily payment 25.0 % Promissory note - originated in November 2020 170,886 - $4,497.00 daily payment 25.0 % Promissory note - originated in November 2020 394,846 - $6,999.00 daily payment 25.0 % Promissory note - originated in December 2020 50,030 - $1,854.41 monthly payment for 36 months 8.0 % 1,447,137 165,120 Less debt discount and debt issuance cost (289,332 ) - 1,157,805 165,120 Less current portion of promissory notes payable 585,310 - Long-term promissory notes payable $ 572,495 $ 165,120 (1) In response to the Coronavirus (COVID-19) pandemic, the US Government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. The CARES Act provides fast and direct economic assistance for entrepreneurs and small businesses through the US Small Business Administration (“SBA”). During the period, the Company received a loan issued under the CARES Act program - Paycheck Protection Program (“PPP”). This loan program provides small businesses with funds to pay up to 8 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. Under the PPP, the Company may apply to have certain amounts forgiven under the direction of the Administrator of the SBA providing that the Company satisfies certain criteria. Repayment of the PPP loan will commence earlier of when the SBA remits the forgiveness amount to the lender or the Maturity Date. (2) The Company received an advance under the Economic Injury Disaster Loan (EIDL) program. As the Company received an EIDL advance and a PPP loan, the EIDL advance portion will be applied against the PPP forgiveness amount as repayment to the SBA upon approval of the PPP forgiveness application. During the year ended December 31, 2020, the Company recognized interest expense of $34,331, and amortization of debt discount, included in interest expense of $534,535, respectively. During the years ended December 31, 2020 and 2019, the Company issued a total of $4,375,864 and $215,120, less discount of $823,868 and $0 and repaid $1,689,845 and $650,000, respectively. |
Capital Stock and Reverse Stock
Capital Stock and Reverse Stock Split | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Capital Stock and Reverse Stock Split | NOTE 12: 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. On November 25, 2020 the Company filed a Certificate of Designation to authorize and create its Series B Preferred shares, consisting of 80,000 shares, $0.001 par value. On December 15, 2020 the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,800,000,000. Preferred Stock As of December 31, 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, and 80,000 shares have been designated as Series B. As of December 31, 2020, and December 31, 2019, 150,000 and 1,334 shares of Series A were issued and outstanding, respectively. 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, sole director of the Company. During the year ended December 31, 2020, the Company issued a total of 148,666 shares of Series A preferred stock to Mr. Remillard. As of December 31, 2020, and December 31, 2019, 5,300 and -0- shares of Series B were issued and outstanding, respectively. Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) are convertible into common stock at a price per share equal to sixty one percent (61%) of the lowest price for the Company’s common stock during the twenty (20) day of trading preceding the date of the conversion; (iii) earn dividends at the rate of nine percent (9%) per annum; and, (iv) generally have no voting rights. During the year ended December 31, 2020, the Company issued a total of 5,300 shares of Series B preferred stock to Geneva Roth Remark Holdings, Inc. Common Stock As of December 31, 2020, the Company is authorized to issue 1,800,000,000 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, 2020 and December 31, 2019, respectively, was 1,044,012,947 and 9,692,065 shares, respectively. During the year ended December 31, 2020, the Company issued common stock as follows, ● 812,893,572 shares issued for conversion of debt ● 121,621,623 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) ● 38,011,503 shares issued for cashless warrant ● 19,148,936 shares issued for asset purchase ● 28,713,732 shares issued for service Warrants The Company identified conversion features embedded within warrants issued during the period ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. During the year ended December 31, 2020, 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 366,704,619 for the period ended December 31, 2020, and the total warrants exercisable into 368,908,303 shares of common stock at a weighted average exercise price of $0.0051 per share as of December 31, 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. During the year ended December 31, 2020, the Company entered into an agreement with three existing investors in the Company (the “Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Warrants”) held by the Holders totaled 330,250,187. The Company and the Holders agreed to exchange the Warrants for three newly issued convertible promissory notes. As a result of the exchange, the Company recorded loss on settlement of $100,000. On December 11, 2020, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds LP, a Delaware limited partnership (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to One Million Dollars ($1,000,000) of the Company’s common stock from time-to-time. The Company also granted to Triton warrants to purchase 100,000,000 shares of the Company’s Common Stock. The exercise price for the warrants is $0.01 per share, and may be exercised at any time, in whole or in part, prior to December 11, 2025. The Warrant Agreement provides for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to future corporate events. The Warrant Agreement also contains a limited cashless exercise feature, providing for the cashless exercise of 20,000,000 shares only upon the Company’s failure to secure the effectiveness of the Registration Statement, which is to include all shares under the Warrant Agreement. A summary of activity during the period ended December 31, 2020 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 67,204 $ 0.003 Granted 550,478 0.001864 Reset feature 1,256,002 0.000648 Exercised - - Forfeited/canceled - - Outstanding, December 31, 2019 1,873,684 $ 0.4914 Granted 100,330,000 0.0142 Reset feature 366,704,619 0.0051 Exercised (38,658,116 ) 0.0051 Forfeited/canceled (330,250,187 ) 0.0032 Outstanding, December 31, 2020 100,000,000 $ 0.0100 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2020: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares Exercise Price Shares Exercise Price 100,000,000 4.95 $ 0.0100 100,000,000 $ 0.0100 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13: INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of December 31: December 31, December 31, 2020 2019 Non-operating loss carryforward $ 4,014,000 $ 3,016,000 Valuation allowance (4,014,000 ) (3,016,000 ) 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 2020 the valuation allowance increased by $998,000. The Company has net operating and economic loss carry-forwards of approximately $15,754,000 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, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Loss for the year $ (13,907,185 ) $ (607,371 ) Income tax (recovery) at statutory rate $ (2,921,000 ) $ (128,000 ) State income tax expense, net of federal tax effect (270,000 ) (12,000 ) Permanent difference and other 2,201,000 (1,100,000 ) Change in valuation allowance 998,000 1,240,000 Income tax expense per books $ - $ - The effective tax rate of 0% differs from our statutory rate of 21% primarily due to the effect of non-deductible income and expenses. Tax returns for the years ended 2013 – 2020, are subject to review by the tax authorities. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 14: SHARE-BASED COMPENSATION Stock Options During the years ended December 31, 2020 and 2019, 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, 2020 and 2019: Options Weighted-Average Balance as of December 31, 2018 166,385 $ 3.45 Grants 295,810 1.09 Cancelled/expired (84,968 ) 3.82 Balance as of December 31, 2019 377,227 $ 1.86 Grants 12,503,783 0.02 Exercised (127,596 ) 2.11 Cancelled/expired (1,001,822 ) 0.11 Balance as of December 31, 2020 11,751,592 $ 0.05 The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 and 2019 was $0.02 and $0.72, respectively. The total fair value of stock options that granted during the year ended December 31, 2020 and 2019 was approximately $251,117 and $211,838, respectively. 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, 2020 and 2019: 2020 2019 Expected term (years) 5.7 2.8 Expected stock price volatility 316.43 % 153.58 % Weighted-average risk-free interest rate 0.40 % 1.13 % Expected dividend $ 0.00 $ 0.00 Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of December 31, 2020: Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 11,751,592 9.51 $ 0.05 Exercisable 655,642 9.07 0.43 Expected to vest 11,095,950 9.54 $ 0.03 As of December 31, 2020 and December 31, 2019, there was $211,661 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 years ended December 31, 2020 and 2019, 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, 2020 and 2019: Weighted-Average Shares Fair Value 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/expired (241,163 ) 0.95 Balance as of December 31, 2019 524,337 0.97 Shares of restricted stock granted 14,260,568 0.0158 Exercised - - Cancelled/expired (72,145 ) 0.60 Balance as of December 31, 2020 14,712,760 0.05 December 31, December 31, Number of Restricted Stock Awards 2020 2019 Vested 452,192 57,243 Non-vested 14,260,568 467,094 As of December 31, 2020 and December 31, 2019, there was $144,964 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15: 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. On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC, as discussed in Note 4. 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, 2020, the Company repaid note payable of $458,275 including interest expense of $35,096. As of December 31, 2020 and December 31, 2019, the company had recorded a liability to DMBGroup totaling $405,382 and $828,561, respectively. During the year ended December 31, 2020, our CEO paid operating expenses of $299,173 on behalf of the Company and the Company repaid $303,079 to our CEO. 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. During the year ended December 31, 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 year ended December 31, 2020 we issued to our CEO a total of 148,666 shares of Series A preferred stock. As of December 31, 2020 and December 31, 2019, the Company had due to related party of $561,230 and $1,103,314, respectively, which arose from the DMB transaction to acquire DataExpress™. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16: SUBSEQUENT EVENTS Subsequent to December 31, 2020, the following transactions occurred: ● On January 06, 2021, the Company issued 3,800 shares of its Series B Preferred Stock in exchange for $35,000 of net proceeds from an investor. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On January 25, 2021, pursuant to the terms and conditions of a Note Purchase Agreement, the Company issued a Convertible Promissory Note (the “Quick Capital Note”) in the aggregate principal amount of $114,500, and received gross proceeds of $100,000 from the lender, Quick Capital, LLC (“Quick Capital”). The proceeds will be used for general corporate purposes. The Quick Capital Note (i) has a one-time interest charge of five percent (5%); (ii) is due and payable 90-days from issuance; and, (iii) can be converted into shares of the Company’s common stock upon an event of default, at a conversion price equal to the lesser of: (a) $0.01, or (b) 61% multiplied by the average of the two lowest trading prices for our Common Stock during the 20-days prior to the date of the conversion. In connection with, and as a condition to, the issuance of the Quick Capital Note, the Company also issued 5,725,000 shares of its common stock to Quick Capital. The Quick Capital Note and the shares of common stock were 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 January 27, 2021, the Company converted $45,150 of a promissory note into 12,541,667 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On January 27, 2021, the Company issued 41,666,667 shares of its common stock to Triton pursuant to the CSPA executed on December 11, 2020. The Company received $240,000 in net proceeds from the transaction. The issuance was of shares registered under the S-1 filed by the Company on December 28, 2020 and effective on January 26, 2021. ● On February 02, 2021, the Company issued 20,684,000 shares of its common stock to Maxim Partners LLC pursuant to the Maxim Agreement. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 03, 2021, the Company issued 1,250,000 shares of its common stock to a member of the Company’s Advisory Board. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● Effective February 08, 2021 the Company entered into the Blue Citi Notes Settlement Agreement with Blue Citi (the “Notes Settlement”) to, among other things, settle all disputes regarding all convertible promissory notes issued in favor of Blue Citi (the “Blue Citi Notes”). The following terms, among others, applied to each of the Blue Citi Notes: a. All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes. b. At no time shall the total ownership of shares of the Company’s common stock by Blue Citi exceed 9.99% of the total number of issued and outstanding shares of common stock. c. The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes. d. Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. However With regard to each of the respective Blue Citi Notes, the Company and Blue Citi further agreed as follows: a. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($200,000) issued on 08 January 2020 shall have a fixed conversion price of $0.01, resulting in the issuance of 20,000,000 shares upon conversion. b. Convertible note in the original principal amount of Twenty Five Thousand Dollars ($25,000) issued on 01 July 2020 shall be nullified in full and be deemed to be zero, and be of no further force and effect. c. Convertible note in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) issued on 01 July 2020 shall have a fixed conversion price of $0.01, resulting in the issuance of 15,000,000 shares upon conversion. d. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($200,000) issued on 03 August 2020 shall have a fixed conversion price of $0.005, resulting in the issuance of 40,000,000 shares upon conversion. e. Convertible note in the original principal amount of Three Hundred Thousand Dollars ($300,000) issued on 24 August 2020 shall have a fixed conversion price of $0.005, resulting in the issuance of 60,000,000 shares upon conversion. f. Convertible note in the original principal amount of Three Hundred Twenty Five Thousand Dollars ($325,000) issued on 30 September 2020 shall have a fixed conversion price of $0.015, resulting in the issuance of 21,666,667 shares upon conversion. g. Convertible note in the original principal amount of Four Hundred Thousand Dollars ($400,000) issued on 17 November 2020 shall have a fixed conversion price of $0.0035, resulting in the issuance of 34,285,714 shares upon conversion. ● On February 09, 2021, the Company converted $120,000 of a promissory note into 34,285,714 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 10, 2021, the Company converted $200,000 of a promissory note into 40,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 10, 2021, the Company issued 41,666,667 shares of its common stock to Triton pursuant to the CSPA executed on December 11, 2020. The Company received $250,000 in net proceeds from the transaction. The issuance was of shares registered under the S-1 filed by the Company on December 28, 2020 and effective on January 26, 2021. ● Effective February 12, 2021 Geneva Roth Remark Holdings, Inc. (“ Geneva Roth Geneva Exchange Agreement Geneva Roth Note ● On February 12, 2021, and effective January 31, 2021 the Company confirmed the earlier termination of each of the ArcMail Agreements. The Company has asserted numerous claims under the ArcMail Agreements. Further, Wala lost all rights to the ArcMail Assets through a foreclosure action brought by certain secured creditors of Wala (the “ Wala Creditors ● On February 12, 2021 the Company closed its acquisition of the ArcMail Assets from the Wala Creditors pursuant to the terms and conditions of an Asset Sale Agreement executed by and between the Company and the Wala Creditors. The effective date of the Asset Sale Agreement and the acquisition was deemed to be January 31, 2021. Total purchase price (the “ Purchase Price Notes ● On February 19, 2021, the Company converted $200,000 of a promissory note into 20,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 19, 2021, the Company converted $150,000 of a promissory note into 15,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 19, 2021, the Company issued 7,800 shares of its Series B Preferred Stock in exchange for $75,000 of net proceeds from an investor. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 19, 2021, the Company converted $100,000 of a promissory note into 20,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 23, 2021, the Company filed with the SEC its Schedule 14C, Preliminary Information Statement, providing notice that the Board of Directors and the holders of a majority of our shares entitled to vote had approved and authorized the following actions: (1) Amendment of our articles of incorporation (the “ Articles of Incorporation Authorized Common Stock Reduction Definitive Information Statement Board (2) That the Board be authorized to implement through the amendment to our Articles of Incorporation a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-2,000, (the “ Reverse Split ● On February 24, 2021, the Company converted $200,000 of a promissory note into 40,000,000 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On February 25, 2021, the Company converted $325,000 of a promissory note into 21,666,667 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On March 05, 2021, the Company issued 55,368,205 shares of its common stock to Triton pursuant to the CSPA executed on December 11, 2020. The Company is owed $332,209 in net proceeds from the transaction, which amount Triton has not yet paid to the Company. The issuance was of shares registered under the S-1 filed by the Company on December 28, 2020 and effective on January 26, 2021. ● On March 15, 2021, the Company converted 4,500 shares of its Series B Preferred Stock into 7,680,508 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On March 16, 2021, the Company converted 2,060 shares of its Series B Preferred Stock into 3,515,966 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 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 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 | 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 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at December 31, 2020 and 2019. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. |
Deferred Revenue | Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 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 | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Common stock purchase warrants and derivative financial instruments - Beneficial Conversion Feature |
Share-Based Compensation | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $1,349,646 in share-based compensation expense for the year ended December 31, 2020, compared to approximately $869,960 in share-based compensation expense for the year ended December 31, 2019. Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2020, 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. |
Intellectual Property | Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of computer equipment and software, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three - seven years 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 and cash equivalents, accounts receivable, accounts payable, note payable, due to related parties and accrued liabilities, are carried at historical cost. At December 31, 2020 and 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 8), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined during the year based on management’s estimate of the expected future cash flows required to settle the liabilities. As of the end of year, at December 31, 2020 there were no derivative liabilities due to a combination of all convertible notes being either (i) converted into common stock; or, (ii) amended to have a fixed conversion price. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the year ended December 31, 2020 and 2019, 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. Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 11,751,592 377,277 Warrants - 1,873,684 Convertible notes 260,714,286 4,278,258 Total 422,465,878 7,863,219 |
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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract We adopted recently issued accounting pronouncements in 2019, and we believe that none had a significant impact on our financial position, balance sheet, 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 5 for more complete details on balances at December 31, 2020. 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. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share | For the year ended December 31, 2020 and 2019, 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. Year Ended December 31, 2020 2019 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 11,751,592 377,277 Warrants - 1,873,684 Convertible notes 260,714,286 4,278,258 Total 422,465,878 7,863,219 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Property and Equipment | The following table summarizes the components of the Company’s property and equipment as of the dates presented: December 31, December 31, 2020 2019 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 421,323 115,827 424,314 118,818 Accumulated depreciation (99,965 ) (18,691 ) Property and equipment, net of accumulated depreciation $ 324,349 $ 100,127 |
Intellectual Property (Tables)
Intellectual Property (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: December 31, 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 TM 1,388,051 1,388,051 FileFacets TM 135,000 - IntellyWP™ 135,000 - Resilient Network Systems 305,000 - 5,304,851 4,729,851 Accumulated amortization (2,993,944 ) (1,587,913 ) Intellectual property, net of accumulated amortization $ 2,310,907 $ 3,141,938 |
Schedule of Future Amortization Expense of Intangible Assets | Based on the carrying value of definite-lived intangible assets as of December 31, 2020, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2021 $ 966,088 2022 860,484 2023 441,584 2024 27,000 Thereafter 15,750 2,310,907 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: December 31, December 31, 2020 2019 Accounts payable $ 178,319 $ 339,882 Credit cards and accrued liabilities 222,695 68,313 $ 401,014 $ 408,195 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Deferred Revenue | Changes in deferred revenue were as follows: December 31, December 31, 2020 2019 Balance, beginning of period $ 953,546 $ 28,951 Deferral of revenue 2,961,749 2,418,820 Recognition of deferred revenue (2,397,132 ) (1,494,225 ) Balance, end of period $ 1,518,163 $ 953,546 Current $ 1,478,430 $ 728,749 Non-current 39,733 224,797 $ 1,518,163 $ 953,546 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2020 were as follows: Total Year Ended December 31, 2021 $ 123,600 2022 127,300 2023 131,150 Thereafter - 382,050 Less: Imputed interest (43,919 ) Operating lease liabilities 338,131 Operating lease liability – current 100,170 Operating lease liability - non-current $ 237,961 |
Schedule of Other Supplemental Information Under Operating Lease | The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2020: Weighted average discount rate 8 % Weighted average remaining lease term (years) 3.04 |
Schedule of Future Minimum Lease Payments Under Finance Leases | At December 31, 2020, future minimum lease payments under the finance lease obligations, are as follows: Total 2021 $ 106,532 2022 78,379 2023 10,496 Thereafter - 195,407 Less: Imputed interest (21,733 ) Finance lease liabilities 173,674 Finance lease liability – current 90,565 Finance lease liability - non-current $ 83,109 |
Schedule of Finance Lease Assets | As of December 31, 2020 and December 31, 2019, finance lease assets are included in property and equipment as follows: December 31, December 31, 2020 2019 Finance lease assets $ 267,284 $ 109,280 Accumulated depreciation (87,337 ) (17,672 ) Finance lease assets, net of accumulated depreciation $ 179,947 $ 91,608 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following: December 31, December 31, 2020 2019 Convertible Notes - originated in September 2018 $ - $ 1,700,000 Convertible Notes - originated in October 2018 - 444,150 Convertible Notes - originated in October 2018 - 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 1,526,000 - 1,526,000 3,492,000 Less debt discount and debt issuance cost (282,232 ) (279,214 ) 1,243,768 3,212,786 Less current portion of convertible notes payable 1,243,768 3,212,786 Long-term convertible notes payable $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Liabilities Measured on Recurring Basis | For the years ended December 31, 2020 and, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year Ended Year Ended December 31, 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 % |
Schedule of Changes in Derivative Liabilities | The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2020 and 2019: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 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 Addition of new derivatives recognized as debt discounts 947,175 Addition of new derivatives recognized as day-one loss 9,907,039 Derivative liabilities settled upon conversion of convertible note (10,954,868 ) Change in derivative liabilities recognized as loss on derivative (2,500,623 ) Derivative liability as of December 31, 2020 $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: December 31, 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 Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 - 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2) 150,000 - 30 years 3.75 % Promissory note - originated in June 2020 43,356 - $3,942.86 daily payment 16.0 % Promissory note - originated in September 2020 80,730 - $2,873.89 monthly payment for 36 months 14.0 % Promissory note - originated in October 2020 158,169 - $2,293.31 daily payment 25.0 % Promissory note - originated in November 2020 170,886 - $4,497.00 daily payment 25.0 % Promissory note - originated in November 2020 394,846 - $6,999.00 daily payment 25.0 % Promissory note - originated in December 2020 50,030 - $1,854.41 monthly payment for 36 months 8.0 % 1,447,137 165,120 Less debt discount and debt issuance cost (289,332 ) - 1,157,805 165,120 Less current portion of promissory notes payable 585,310 - Long-term promissory notes payable $ 572,495 $ 165,120 (1) In response to the Coronavirus (COVID-19) pandemic, the US Government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. The CARES Act provides fast and direct economic assistance for entrepreneurs and small businesses through the US Small Business Administration (“SBA”). During the period, the Company received a loan issued under the CARES Act program - Paycheck Protection Program (“PPP”). This loan program provides small businesses with funds to pay up to 8 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages, rent, and utilities. Under the PPP, the Company may apply to have certain amounts forgiven under the direction of the Administrator of the SBA providing that the Company satisfies certain criteria. Repayment of the PPP loan will commence earlier of when the SBA remits the forgiveness amount to the lender or the Maturity Date. (2) The Company received an advance under the Economic Injury Disaster Loan (EIDL) program. |
Capital Stock and Reverse Sto_2
Capital Stock and Reverse Stock Split (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrants Activity | A summary of activity during the period ended December 31, 2020 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 67,204 $ 0.003 Granted 550,478 0.001864 Reset feature 1,256,002 0.000648 Exercised - - Forfeited/canceled - - Outstanding, December 31, 2019 1,873,684 $ 0.4914 Granted 100,330,000 0.0142 Reset feature 366,704,619 0.0051 Exercised (38,658,116 ) 0.0051 Forfeited/canceled (330,250,187 ) 0.0032 Outstanding, December 31, 2020 100,000,000 $ 0.0100 |
Schedule of Outstanding and Exercisable Warrants | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2020: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares Exercise Price Shares Exercise Price 100,000,000 4.95 $ 0.0100 100,000,000 $ 0.0100 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, December 31, 2020 2019 Non-operating loss carryforward $ 4,014,000 $ 3,016,000 Valuation allowance (4,014,000 ) (3,016,000 ) Net deferred tax asset $ - $ - |
Schedule of Statutory Federal Income Tax Rate Losses Before Income Tax | 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, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Loss for the year $ (13,907,185 ) $ (607,371 ) Income tax (recovery) at statutory rate $ (2,921,000 ) $ (128,000 ) State income tax expense, net of federal tax effect (270,000 ) (12,000 ) Permanent difference and other 2,201,000 (1,100,000 ) Change in valuation allowance 998,000 1,240,000 Income tax expense per books $ - $ - |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following summarizes the stock option activity for the years ended December 31, 2020 and 2019: Options Weighted-Average Balance as of December 31, 2018 166,385 $ 3.45 Grants 295,810 1.09 Cancelled/expired (84,968 ) 3.82 Balance as of December 31, 2019 377,227 $ 1.86 Grants 12,503,783 0.02 Exercised (127,596 ) 2.11 Cancelled/expired (1,001,822 ) 0.11 Balance as of December 31, 2020 11,751,592 $ 0.05 |
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 year ended December 31, 2020 and 2019: 2020 2019 Expected term (years) 5.7 2.8 Expected stock price volatility 316.43 % 153.58 % Weighted-average risk-free interest rate 0.40 % 1.13 % Expected dividend $ 0.00 $ 0.00 |
Schedule of Stock Options Vested and Expected to Vest | The following summarizes certain information about stock options vested and expected to vest as of December 31, 2020: Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 11,751,592 9.51 $ 0.05 Exercisable 655,642 9.07 0.43 Expected to vest 11,095,950 9.54 $ 0.03 |
Schedule of Restricted Stock Activity | The following summarizes the restricted stock activity for the years ended December 31, 2020 and 2019: Weighted-Average Shares Fair Value 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/expired (241,163 ) 0.95 Balance as of December 31, 2019 524,337 0.97 Shares of restricted stock granted 14,260,568 0.0158 Exercised - - Cancelled/expired (72,145 ) 0.60 Balance as of December 31, 2020 14,712,760 0.05 |
Schedule of Restricted Stock Award | December 31, December 31, Number of Restricted Stock Awards 2020 2019 Vested 452,192 57,243 Non-vested 14,260,568 467,094 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020USD ($)Number | Dec. 31, 2019USD ($) | |
Allowance for doubtful accounts | ||
Share-based compensation expense | $ 1,349,646 | $ 869,960 |
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. | |
Derivative liabilities | $ 947,175 | |
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_5
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Earnings Per Share | 422,465,878 | 7,863,219 |
Stock Options [Member] | ||
Antidilutive Earnings Per Share | 11,751,592 | 377,277 |
Warrants [Member] | ||
Antidilutive Earnings Per Share | 1,873,684 | |
Convertible Notes [Member] | ||
Antidilutive Earnings Per Share | 260,714,286 | 4,278,258 |
Series A Preferred Stock [Member] | ||
Antidilutive Earnings Per Share | 150,000,000 | 1,334,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | Mar. 16, 2021 | Jan. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from issuance of series B preferred stock | $ 50,203 | |||
Proceeds from sale of common stock | $ 940,000 | |||
Proceeds from issuance of promissory note | $ 114,500 | |||
Subsequent Event [Member] | ||||
Proceeds from issuance of series B preferred stock | $ 110,000 | |||
Proceeds from sale of common stock | $ 490,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 81,274 | $ 18,691 |
Payments to acquire property and equipment | $ 146,400 | $ 10,629 |
Property and Equipment - Summar
Property and Equipment - Summary of Components of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 424,314 | $ 118,818 |
Accumulated depreciation | (99,965) | (18,691) |
Property and equipment, net of accumulated depreciation | 324,349 | 100,127 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 2,991 | 2,991 |
Computer Equipment [Member] | ||
Property and equipment, gross | $ 421,323 | $ 115,827 |
Intellectual Property (Details
Intellectual Property (Details Narrative) - USD ($) | Dec. 31, 2020 | Oct. 08, 2020 | Sep. 21, 2020 | Aug. 13, 2020 | Dec. 31, 2019 | Oct. 15, 2019 | Sep. 16, 2019 | Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Note payable issuable for settlement of license fee payable | $ 1,404,000 | |||||||||
Notes payable | $ 1,157,805 | $ 165,120 | $ 1,157,805 | $ 165,120 | ||||||
Stock issued for acquisition | 1,044,012,947 | 9,692,065 | 1,044,012,947 | 9,692,065 | ||||||
Stock issued for acquisition value | $ 1,044,013 | $ 9,692 | $ 1,044,013 | $ 9,692 | ||||||
Intellectual property book value after amortization | 2,490,298 | 2,490,298 | ||||||||
Fair value of data express | $ 1,161,660 | 1,161,660 | ||||||||
Amortization expense | 1,406,031 | $ 1,479,446 | ||||||||
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 | 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. | |||||||||
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 | |||||||||
Exclusive License Agreement [Member] | ||||||||||
License agreement, amount per month | $ 1,094,691 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Purchase price | $ 305,000 | |||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Amortization expense | 19,148,936 | |||||||||
Asset Purchase Agreement [Member] | Payment at Closing [Member] | ||||||||||
Purchase price | $ 125,000 | |||||||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | ||||||||||
License cost | $ 2,800,000 | |||||||||
Approximate 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 | $ 0 | 1,328,638 | ||||||||
Consideration paid fair value | $ 2,716,689 | |||||||||
Asset Purchase Agreement [Member] | File Facets [Member] | ||||||||||
Purchase price | $ 135,000 | |||||||||
Asset Purchase Agreement [Member] | Intelly WP [Member] | ||||||||||
Purchase price | $ 135,000 | |||||||||
Cash paid for certain training | 40,000 | |||||||||
Proceeds from acquisition | 25,000 | |||||||||
Asset Purchase Agreement [Member] | Intelly WP [Member] | Payment at Closing [Member] | ||||||||||
Purchase price | $ 55,000 |
Intellectual Property - Schedul
Intellectual Property - Schedule of Intellectual Property (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Intellectual property | $ 5,304,851 | $ 4,729,851 |
Accumulated amortization | (2,993,944) | (1,587,913) |
Intellectual property, net of accumulated amortization | 2,310,907 | 3,141,938 |
Word Press GDPR Rights [Member] | ||
Intellectual property | 46,800 | 46,800 |
ARALOC [Member] | ||
Intellectual property | 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 | |
Resilien Network Systems [Member] | ||
Intellectual property | $ 305,000 |
Intellectual Property - Sched_2
Intellectual Property - Schedule of Future Amortization Expense of Intangible Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 966,088 | |
2022 | 860,484 | |
2023 | 441,584 | |
2024 | 27,000 | |
Thereafter | 15,750 | |
Total | $ 2,310,907 | $ 3,141,938 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 178,319 | $ 339,882 |
Credit cards and accrued liabilities | 222,695 | 68,313 |
Accounts payable and accrued liabilities | $ 401,014 | $ 408,195 |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Balance, beginning of period | $ 953,546 | $ 28,951 | ||
Deferral of revenue | 2,961,749 | 2,418,820 | ||
Recognition of deferred revenue | (2,397,132) | (1,494,225) | ||
Balance, end of period | 1,518,163 | 953,546 | ||
Current | $ 1,478,430 | $ 728,749 | ||
Non-current | 39,733 | 224,797 | ||
Deferred revenue | $ 953,546 | $ 28,951 | $ 1,518,163 | $ 953,546 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease expire year | Operating leases for our office facility that expire in 2024 | |
Recognized lease expense | $ 100,910 | $ 111,484 |
Capital lease term | 3 years | |
Capital leases annual interest rate | 12.00% | |
Capital lease obligations current | $ 90,565 | 34,425 |
Capital lease obligations noncurrent | 83,109 | 53,480 |
Operating Lease [Member] | ||
Security deposit | 10,000 | 10,000 |
Finance lease security deposit | $ 10,944 | $ 10,944 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 123,600 | |
2022 | 127,300 | |
2023 | 131,150 | |
Thereafter | ||
Total lease payment | 382,050 | |
Less: Imputed interest | (43,919) | |
Operating lease liabilities | 338,131 | |
Operating lease liability - current | 100,170 | $ 86,372 |
Operating lease liability - non-current | $ 237,961 | $ 373,000 |
Leases - Schedule of Other Supp
Leases - Schedule of Other Supplemental Information Under Operating Lease (Details) | Dec. 31, 2020 |
Leases [Abstract] | |
Weighted average discount rate | 8.00% |
Weighted average remaining lease term (years) | 3 years 15 days |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments Under Finance Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 106,532 | |
2022 | 78,379 | |
2023 | 10,496 | |
Thereafter | ||
Total finance lease payment | 195,407 | |
Less: Imputed interest | (21,733) | |
Finance lease liabilities | 173,674 | |
Finance lease liability - current | 90,565 | $ 34,425 |
Finance lease liability - non-current | $ 83,109 | $ 53,480 |
Leases - Schedule of Finance Le
Leases - Schedule of Finance Lease Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Finance lease assets | $ 267,284 | $ 109,280 |
Accumulated depreciation | (87,337) | (17,672) |
Finance lease assets, net of accumulated depreciation | $ 179,947 | $ 91,608 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Mar. 18, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Nov. 18, 2020USD ($)$ / sharesshares | Nov. 17, 2020USD ($) | Oct. 23, 2020USD ($) | Mar. 20, 2020USD ($) |
Interest expense | $ 274,857 | $ 246,914 | |||||
Amortization of debt discount | 2,110,645 | 1,460,309 | |||||
Debt instrument principal amount | $ 100,000 | ||||||
Repayments for related party | 976,257 | 371,623 | |||||
Loss on settlement of debt | (82,337) | (1,271,329) | |||||
Outstanding notes | 572,495 | ||||||
Debt conversion price | $ / shares | $ 0.01 | ||||||
Number of warrants agreed to exchange | shares | 617,682 | ||||||
Derivative liability | 947,175 | ||||||
Debt interest rate | 5.00% | ||||||
Convertible outstanding amount | 1,243,768 | 3,212,786 | |||||
Proceeds from convertible debt | 1,502,250 | 676,000 | |||||
Fair value of derivative liability | 10,854,214 | ||||||
Loss on derivative | 9,907,039 | ||||||
Granite Note [Member] | |||||||
Debt instrument principal amount | $ 125,000 | ||||||
Granite Warrant [Member] | |||||||
Debt converted into common stock, shares | shares | 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 | ||||||
Agreement With Smea2z LLC [Member] | |||||||
Debt instrument principal amount | $ 400,000 | $ 220,000 | |||||
Agreement With Smea2z LLC Two [Member] | |||||||
Debt instrument principal amount | $ 608,850 | ||||||
Exchange Note Two [Member] | |||||||
Debt conversion price | $ / shares | $ 0.0035 | ||||||
Debt instrument maturity date | Jun. 30, 2021 | ||||||
Debt conversion, description | Typical events of default for such a note, as well as a default in the event the closing price for the Company's common stock is less than $0.0035 for at least 5-consecutive days; and | ||||||
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 | $ 3,811,434 | ||||||
Debt converted into common stock, shares | shares | 812,893,572 | ||||||
Derivative liability | $ 10,548,012 | ||||||
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 | ||||||
Outstanding notes | |||||||
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 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 | ||||||
Outstanding notes | |||||||
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 | ||||||
Original issue discounts and financing costs | 63,000 | ||||||
Proceeds from convertible debt | $ 676,000 | ||||||
Promissory Notes - Issued in Fiscal Year 2019 [Member] | Minimum [Member] | |||||||
Debt interest rate | 10.00% | ||||||
Debt instrument price rate | 0.39 | ||||||
Promissory Notes - Issued in Fiscal Year 2019 [Member] | Maximum [Member] | |||||||
Debt interest rate | 12.00% | ||||||
Debt instrument price rate | 0.50 | ||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | |||||||
Debt instrument principal amount | 15,000 | ||||||
Outstanding notes | $ 1,526,000 | ||||||
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 ranging from $0.001 to $0.007. 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 | $ 2,466,500 | ||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | |||||||
Debt instrument term | 5 months | ||||||
Debt interest rate | 0.00% | ||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | |||||||
Debt instrument term | 60 months | ||||||
Debt interest rate | 25.00% | ||||||
Interest Expense [Member] | |||||||
Amortization of debt discount | $ 1,576,907 | $ 1,460,309 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible notes payable, Gross | $ 1,526,000 | $ 3,492,000 |
Less debt discount and debt issuance cost | (282,232) | (279,214) |
Convertible notes payable | 1,243,768 | 3,212,786 |
Less current portion of convertible notes payable | 1,243,768 | 3,212,786 |
Long-term convertible notes payable | ||
Originated in September 2018 [Member] | ||
Convertible notes payable, Gross | 1,700,000 | |
Originated in October 2018 [Member] | ||
Convertible notes payable, Gross | 444,150 | |
Originated in October 2018 [Member] | ||
Convertible notes payable, Gross | 608,850 | |
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 | $ 1,526,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative, gain (loss) on derivative, net | $ (7,406,416) | $ 7,238,498 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected Dividend Yield [Member] | ||
Derivative liability, measurement input | 0 | 0 |
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 |
Minimum [Member] | Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 0.01 | 1.55 |
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 |
Maximum [Member] | Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 1.57 | 2.50 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Changes in Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Change in derivative liabilities recognized as loss on derivative | $ (7,406,416) | $ 7,238,498 |
Derivative liability ending | 947,175 | |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability beginning | 2,601,277 | 12,447,109 |
Addition of new derivatives recognized as debt discounts | 947,175 | 606,000 |
Addition of new derivatives recognized as day-one loss | 9,907,039 | 1,544,785 |
Derivative liabilities settled upon conversion of convertible note | (10,954,868) | (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 | (2,500,623) | (8,783,283) |
Derivative liability ending | $ 2,601,277 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest expense | $ 274,857 | $ 246,914 |
Amortization of debt discount | 2,110,645 | 1,460,309 |
Note issued | 2,147,996 | 215,120 |
Repayment of notes payable | 1,689,846 | 650,000 |
Notes Payable [Member] | ||
Interest expense | 34,331 | |
Amortization of debt discount | 534,535 | |
Note issued | 4,375,864 | 215,120 |
Debt discount | 823,868 | 0 |
Repayment of notes payable | $ 1,689,845 | $ 650,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 18, 2020 | |
Promissory notes payable, Gross | $ 1,447,137 | $ 165,120 | |
Interest Rate | 5.00% | ||
Less debt discount and debt issuance cost | (289,332) | ||
Promissory notes payable | 1,157,805 | 165,120 | |
Less current portion of Promissory notes payable | 585,310 | 165,120 | |
Long-term Promissory notes payable | 572,495 | ||
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% | |
Paycheck Protection Program Promissory Note - Originated In April 2020 [Member] | |||
Promissory notes payable, Gross | $ 339,000 | ||
Maturity | 2 years | 2 years | |
Interest Rate | 1.00% | 1.00% | |
Economic Injury Disaster Loan - Originated In May 2020 [Member] | |||
Promissory notes payable, Gross | $ 150,000 | ||
Maturity | 30 years | 30 years | |
Interest Rate | 3.75% | 3.75% | |
Promissory Note - Originated In June 2020 [Member] | |||
Promissory notes payable, Gross | $ 43,356 | ||
Interest Rate | 16.00% | 16.00% | |
Daily/monthly payment | $ 3,943 | $ 3,943 | |
Promissory Note - Originated In September 2020 [Member] | |||
Promissory notes payable, Gross | $ 80,730 | ||
Maturity | 36 months | 36 months | |
Interest Rate | 14.00% | 14.00% | |
Daily/monthly payment | $ 2,874 | $ 2,874 | |
Promissory Note - Originated In October 2020 [Member] | |||
Promissory notes payable, Gross | $ 158,169 | ||
Interest Rate | 25.00% | 25.00% | |
Daily/monthly payment | $ 2,293 | $ 2,293 | |
Promissory Note - Originated In November 2020 [Member] | |||
Promissory notes payable, Gross | $ 170,886 | ||
Interest Rate | 25.00% | 25.00% | |
Daily/monthly payment | $ 4,497 | $ 4,497 | |
Promissory Note - Originated In November 2020 [Member] | |||
Promissory notes payable, Gross | $ 394,846 | ||
Interest Rate | 25.00% | 25.00% | |
Daily/monthly payment | $ 6,999 | $ 6,999 | |
Promissory Note - Originated In December 2020 [Member] | |||
Promissory notes payable, Gross | $ 50,030 | ||
Maturity | 36 months | 36 months | |
Interest Rate | 8.00% | 8.00% | |
Daily/monthly payment | $ 1,854 | $ 1,854 |
Capital Stock and Reverse Sto_3
Capital Stock and Reverse Stock Split (Details Narrative) - USD ($) | Dec. 11, 2020 | Oct. 14, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 15, 2020 | Nov. 25, 2020 | Nov. 18, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 | Dec. 31, 2018 |
Reverse stock split | 1-for-750 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 1,800,000,000 | 1,800,000,000 | 1,800,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | |||||
Preferred stock, shares authorized | 337,500 | 337,500 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 1,044,012,947 | 9,692,065 | |||||||||
Common stock, shares outstanding | 1,044,012,947 | 9,692,065 | |||||||||
Number of warrants to acquire common stock, shares | 617,682 | ||||||||||
Warrants cancelled | 330,250,187 | ||||||||||
Warrants exercisable | 100,000,000 | 1,873,684 | |||||||||
Warrants weighted average exercise price | $ 0.0100 | $ 0.4914 | $ 0.003 | ||||||||
Common Stock [Member] | |||||||||||
Shares issued during the period, New issues | 11,935,000 | 557,942 | |||||||||
Common stock voting rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | ||||||||||
Common stock issued for conversion of debt | 812,893,572 | ||||||||||
Shares issued for the settlement of stock subscription, shares | 1,496,516 | ||||||||||
Share-based compensation, shares | 41,148,732 | ||||||||||
Common stock issued for cashless warrant | 38,011,503 | ||||||||||
Shares issued for asset purchase | 140,770,559 | ||||||||||
Shares issued for service | 28,713,732 | ||||||||||
Warrant [Member] | |||||||||||
Number of warrants to acquire common stock, shares | 330,000 | ||||||||||
Warrants term | 5 years | ||||||||||
Warrants exercise price | $ 0.50 | ||||||||||
Warrants cancelled | 250,000 | ||||||||||
Increase in warrants | 366,704,619 | ||||||||||
Warrants exercisable | 368,908,303 | ||||||||||
Warrants weighted average exercise price | $ 0.0051 | ||||||||||
Triton Funds LP [Member] | Common Stock Purchase Agreement [Member] | |||||||||||
Common stock issued for cashless warrant | 20,000,000 | ||||||||||
Number of warrants to acquire common stock, shares | 100,000,000 | ||||||||||
Warrants exercise price | $ 0.01 | ||||||||||
Warrants to purchase common stock | $ 1,000,000 | ||||||||||
CEO [Member] | Common Stock [Member] | |||||||||||
Shares issued during the period, New issues | 6,000,000 | ||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | |||||||||||
Share-based compensation, shares | 500,000 | ||||||||||
Holders [Member] | |||||||||||
Warrants outstanding | 330,250,187 | ||||||||||
Loss on settlement in exchange of warrants | $ 100,000 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 80,000 | 80,000 | 80,000 | ||||||||
Preferred stock, designated shares | 80,000 | ||||||||||
Preferred stock, shares issued | 5,300 | 0 | |||||||||
Preferred stock, shares outstanding | 5,300 | 0 | |||||||||
Preferred stock, description | Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) are convertible into common stock at a price per share equal to sixty one percent (61%) of the lowest price for the Company's common stock during the twenty (20) day of trading preceding the date of the conversion; (iii) earn dividends at the rate of nine percent (9%) per annum; and, (iv) generally have no voting rights. | ||||||||||
Preferred stock, stated value | $ 10 | ||||||||||
Preferred stock, dividend rate | 9.00% | ||||||||||
Series B Preferred Stock [Member] | Geneva Roth Remark Holdings, Inc [Member] | |||||||||||
Shares issued during the period, New issues | 5,300 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | |||||||||
Preferred stock, designated shares | 150,000 | ||||||||||
Preferred stock, shares issued | 150,000 | 1,334 | |||||||||
Preferred stock, shares outstanding | 150,000 | 1,334 | |||||||||
Debt converted of common stock, shares | 1,000 | ||||||||||
Preferred stock voting rights | Entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | ||||||||||
Shares issued during the period, New issues | |||||||||||
Common stock issued for conversion of debt | |||||||||||
Share-based compensation, shares | |||||||||||
Shares issued for asset purchase | |||||||||||
Shares issued for service | 4,666 | ||||||||||
Series A Preferred Stock [Member] | CEO [Member] | |||||||||||
Shares issued during the period, New issues | 148,666 |
Capital Stock and Reverse Sto_4
Capital Stock and Reverse Stock Split - Summary of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Warrants Outstanding Beginning balance, Shares | 1,873,684 | 67,204 |
Warrants Granted, Shares | 100,330,000 | 550,478 |
Warrants Reset feature, Shares | 366,704,619 | 1,256,002 |
Warrants Exercised, Shares | (38,658,116) | |
Warrants Forfeited/canceled, Shares | (330,250,187) | |
Warrants Outstanding Ending balance, Shares | 100,000,000 | 1,873,684 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 0.4914 | $ 0.003 |
Warrants Granted, Weighted Average Exercise Price | 0.0142 | 0.001864 |
Warrants Reset feature, Weighted Average Exercise Price | 0.0051 | 0.000648 |
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 | $ 0.0100 | $ 0.4914 |
Capital Stock and Reverse Sto_5
Capital Stock and Reverse Stock Split - Schedule of Outstanding and Exercisable Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Number of Shares, Warrants Outstanding | 100,000,000 | 1,873,684 | 67,204 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 years 11 months 12 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.0100 | ||
Number of Shares, Warrants Exercisable | 100,000,000 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.0100 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase (decrease) | $ 998,000 |
Net operating and economic loss carryforwards | $ 15,754,000 |
Federal income tax rate | 21.00% |
State income tax rate | 2.00% |
Change in effective tax rate | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 4,014,000 | $ 3,016,000 |
Valuation allowance | (4,014,000) | (3,016,000) |
Net deferred tax asset |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate Losses Before Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Loss for the year | $ (13,907,185) | $ (607,371) |
Income tax (recovery) at statutory rate | (2,921,000) | (128,000) |
State income tax expense, net of federal tax effect | (270,000) | (12,000) |
Permanent difference and other | 2,201,000 | (1,100,000) |
Change in valuation allowance | 998,000 | 1,240,000 |
Income tax expense per books |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock [Member] | ||
Share-based compensation, vesting period | 1 year | |
Unrecognized compensation and non-vested | $ 144,964 | $ 147,743 |
Maximum [Member] | Restricted Stock [Member] | ||
Share-based compensation, expiration term | 10 years | |
Stock Options [Member] | ||
Share-based compensation, vesting period | 1 year | |
Weighted average granted date fair value stock options granted | $ 0.02 | $ 0.72 |
Fair value of option vested | $ 251,117 | $ 211,838 |
Unrecognized compensation and non-vested | $ 211,661 | $ 18,229 |
Stock Options [Member] | Maximum [Member] | ||
Share-based compensation, expiration term | 10 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) - Employees Consultants and Advisors [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options Outstanding, Balance Beginning | 377,227 | 166,385 |
Options Outstanding, Grants | 12,503,783 | 295,810 |
Options Outstanding, Exercised | (127,596) | |
Options Outstanding, Cancelled/expired | (1,001,822) | (84,968) |
Options Outstanding, Balance Ending | 11,751,592 | 377,227 |
Weighted-Average Exercise Price, Balance Beginning | $ 1.86 | $ 3.45 |
Weighted-Average Exercise Price, Grants | 0.02 | 1.09 |
Weighted-Average Exercise Price, Exercised | 2.11 | |
Weighted-Average Exercise Price, Cancelled/expired | 0.11 | 3.82 |
Weighted-Average Exercise Price, Balance Ending | $ 0.05 | $ 1.86 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Weighted Average Assumptions for Stock Options Granted (Details) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected term (years) | 5 years 8 months 12 days | 2 years 9 months 18 days |
Expected stock price volatility | 316.43% | 153.58% |
Weighted-average risk-free interest rate | 0.40% | 1.13% |
Expected dividend | 0.00% | 0.00% |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Vested and Expected to Vest (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding | shares | 11,751,592 |
Number of Options, Exercisable | shares | 655,642 |
Number of Options, Expected to vest | shares | 11,095,950 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 6 months 3 days |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 9 years 26 days |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 6 months 14 days |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 0.05 |
Weighted-Average Exercise Price, Exercisable | $ / shares | 0.43 |
Weighted-Average Exercise Price, Expected to vest | $ / shares | $ 0.03 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Restricted Stock, Exercised | (38,658,116) | |
Restricted Stock [Member] | ||
Number of Restricted Stock, Balance Beginning | 524,337 | 126,432 |
Number of Restricted Stock, Shares of restricted stock granted | 14,260,568 | 900,203 |
Number of Restricted Stock, Exercised | (261,135) | |
Number of Restricted Stock, Cancelled/expired | (72,145) | (241,163) |
Number of Restricted Stock, Balance Ending | 14,712,760 | 524,337 |
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 | 0.0158 | 0.78 |
Weighted-Average Fair Value of Restricted Stock, Exercised | 1.67 | |
Weighted-Average Fair Value of Restricted Stock, Cancelled/expired | 0.60 | 0.95 |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ 0.05 | $ 0.97 |
Share-Based Compensation - Sc_5
Share-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Restricted Stock Awards, Vested | 452,192 | 57,243 |
Number of Restricted Stock Awards, Non-vested | 14,260,568 | 467,094 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 16, 2019 | |
Notes payable | $ 1,157,805 | $ 165,120 | ||
Due to related party | 561,230 | 1,103,314 | ||
Repayment of notes payable | 1,689,846 | 650,000 | ||
Operating expenses | 6,071,597 | 5,270,386 | ||
Borrowings | 299,173 | 12,900 | ||
Loss on settlement of debt | (82,337) | (1,271,329) | ||
CEO [Member] | ||||
Operating expenses | 299,173 | 137,264 | ||
Repayment of debt | 303,079 | 162,495 | ||
Borrowings | 12,900 | |||
Convertible note | 81,000 | |||
Prepayment penalty | 54,000 | |||
Loss on settlement of debt | 54,000 | |||
CEO [Member] | Convertible Note [Member] | ||||
Repayment of debt | 135,000 | |||
DMB Group LLC [Member] | ||||
Due to related party | $ 561,230 | $ 1,103,314 | ||
Series A Preferred Stock [Member] | ||||
Shares issued during the period, New issues | ||||
Series A Preferred Stock [Member] | CEO [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 | $ 405,382 | $ 828,561 | $ 940,000 | |
Due to related party | $ 97,689 | |||
Repayment of notes payable | 458,275 | |||
Interest expenses | $ 35,096 | |||
Mr. Remillard [Member] | ||||
Purchase consideration, common stock 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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 16, 2021 | Feb. 25, 2021 | Feb. 24, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 09, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Jan. 27, 2021 | Jan. 25, 2021 | Jan. 06, 2021 | Oct. 14, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 15, 2020 | Nov. 18, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 |
Proceeds from investor | $ 299,173 | $ 12,900 | |||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||
Proceeds from convertible debt | 1,502,250 | 676,000 | |||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||||
Proceeds from issuance of common stock | 940,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.01 | ||||||||||||||||||||
Shares issued upon conversion | 14,359,446 | ||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 50,203 | ||||||||||||||||||||
Common stock, shares authorized | 1,800,000,000 | 1,800,000,000 | 1,800,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | |||||||||||||||
Reverse stock split | 1-for-750 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 490,000 | ||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 110,000 | ||||||||||||||||||||
Common stock, shares authorized | 1,800,000,000 | ||||||||||||||||||||
Reverse stock split | Ratio of not less than 1-for-10 and not more than 1-for-2,000, (the "Reverse Split") | ||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||
Decrease in number of common stock shares authorized | 10,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||
Decrease in number of common stock shares authorized | 1,000,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||||
Debt converted into common stock value | $ 200,000 | $ 120,000 | $ 45,150 | ||||||||||||||||||
Debt converted into common stock shares | 40,000,000 | 34,285,714 | 12,541,667 | ||||||||||||||||||
Subsequent Event [Member] | Quick Capital, LLC [Member] | |||||||||||||||||||||
Shares issued during the period, new issues | 5,725,000 | ||||||||||||||||||||
Subsequent Event [Member] | Triton Funds LP [Member] | |||||||||||||||||||||
Shares issued during the period, new issues | 41,666,667 | 41,666,667 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 250,000 | $ 240,000 | |||||||||||||||||||
Subsequent Event [Member] | Maxim Partners LLC [Member] | |||||||||||||||||||||
Shares issued during the period, new issues | 20,684,000 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note One [Member] | |||||||||||||||||||||
Debt principal amount | $ 200,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.01 | ||||||||||||||||||||
Shares issued upon conversion | $ 20,000,000 | ||||||||||||||||||||
Debt issuance date | Jan. 8, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Two [Member] | |||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||
Debt issuance date | Jul. 1, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Three [Member] | |||||||||||||||||||||
Debt principal amount | $ 150,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.01 | ||||||||||||||||||||
Shares issued upon conversion | $ 15,000,000 | ||||||||||||||||||||
Debt issuance date | Jul. 1, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Four [Member] | |||||||||||||||||||||
Debt principal amount | $ 200,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.005 | ||||||||||||||||||||
Shares issued upon conversion | $ 40,000,000 | ||||||||||||||||||||
Debt issuance date | Aug. 3, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Five [Member] | |||||||||||||||||||||
Debt principal amount | $ 300,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.005 | ||||||||||||||||||||
Shares issued upon conversion | $ 60,000,000 | ||||||||||||||||||||
Debt issuance date | Aug. 24, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Six [Member] | |||||||||||||||||||||
Debt principal amount | $ 325,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.015 | ||||||||||||||||||||
Shares issued upon conversion | $ 21,666,667 | ||||||||||||||||||||
Debt issuance date | Sep. 30, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Seven [Member] | |||||||||||||||||||||
Debt principal amount | $ 400,000 | ||||||||||||||||||||
Fixed conversion price | $ 0.0035 | ||||||||||||||||||||
Shares issued upon conversion | $ 34,285,714 | ||||||||||||||||||||
Debt issuance date | Nov. 17, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Three Promissory Notes [Member] | |||||||||||||||||||||
Debt interest rate | 4.00% | ||||||||||||||||||||
Purchase price | $ 1,404,000 | ||||||||||||||||||||
Subsequent Event [Member] | Promissory Note One [Member] | |||||||||||||||||||||
Debt converted into common stock value | $ 200,000 | ||||||||||||||||||||
Debt converted into common stock shares | 20,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Two [Member] | |||||||||||||||||||||
Debt converted into common stock value | $ 150,000 | ||||||||||||||||||||
Debt converted into common stock shares | 15,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Three [Member] | |||||||||||||||||||||
Debt converted into common stock value | $ 100,000 | ||||||||||||||||||||
Debt converted into common stock shares | 20,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||||
Debt converted into common stock value | $ 325,000 | $ 200,000 | |||||||||||||||||||
Debt converted into common stock shares | 21,666,667 | 40,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||
Debt principal amount | $ 114,500 | ||||||||||||||||||||
Proceeds from convertible debt | $ 100,000 | ||||||||||||||||||||
Debt description | (i) has a one-time interest charge of five percent (5%); (ii) is due and payable 90-days from issuance; and, (iii) can be converted into shares of the Company's common stock upon an event of default, at a conversion price the lesser equal to of: (a) $0.01, or (b) 61% multiplied by the average of the two lowest trading prices for our Common Stock during the 20-days prior to the date of the conversion. | ||||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||||
Subsequent Event [Member] | Notes Settlement Agreement [Member] | Blue Citi Notes [Member] | |||||||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||||||
Agreement terms | All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes.All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further interest of any amount shall accrue on any of the Blue Citi Notes.The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue Citi shall have no right to demand cash payment under any of the Blue Citi Notes.Blue Citi shall be limited in its sales of our common stock to a maximum of fifty million (50,000,000) shares each calendar week. However, in the event that the total volume of traded shares for our common stock exceeds three hundred million (300,000,000) in any calendar week, then the trading limitation for the following calendar week shall be increased to seventy five million (75,000,000) shares of common stock. | ||||||||||||||||||||
Subsequent Event [Member] | Geneva Exchange Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||
Debt principal amount | $ 63,000 | ||||||||||||||||||||
Debt maturity date | Sep. 10, 2021 | ||||||||||||||||||||
Number of shares exchanged | 6,560 | ||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||
Shares issued during the period, new issues | 7,800 | 3,800 | |||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Investor [Member] | |||||||||||||||||||||
Proceeds from investor | $ 35,000 | ||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 75,000 |