Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Data443 Risk Mitigation, Inc. | |
Entity Central Index Key | 0001068689 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,427,565,404 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 53,060 | $ 58,783 |
Accounts receivable, net | 36,911 | 136,503 |
Prepaid expense and other current assets | 9,167 | |
Total current assets | 99,138 | 195,286 |
Property and equipment, net | 367,612 | 324,349 |
Operating lease right-of-use assets, net | 230,492 | 248,237 |
Intellectual property, net of accumulated amortization | 2,069,385 | 2,310,907 |
Deposits | 31,440 | 31,440 |
Total Assets | 2,798,067 | 3,110,219 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 383,654 | 401,014 |
Deferred revenue | 1,255,396 | 1,478,430 |
Interest payable | 29,012 | 62,212 |
Notes payable | 826,173 | 585,310 |
Convertible notes payable, net of unamortized discount | 89,264 | 1,241,412 |
Due to a related party | 458,218 | 561,230 |
License fee payable | 1,094,691 | |
Operating lease liability | 103,117 | 100,170 |
Finance lease liability | 90,799 | 90,565 |
Total Current Liabilities | 3,235,633 | 5,615,034 |
Series B Preferred Stock, 80,000 shares designated; $0.001 par value; Stated value $10.00 22,200 and 5,300 shares issued and outstanding, net of discount, respectively | 211,438 | 50,203 |
Notes payable - non-current | 1,873,093 | 572,495 |
Convertible notes payable, net of unamortized discount - non-current | 7,287 | 2,356 |
Deferred revenues - non-current | 31,657 | 39,733 |
Operating lease liability - non-current | 210,715 | 237,961 |
Finance lease liability - non-current | 61,237 | 83,109 |
Total Liabilities | 5,631,060 | 6,600,891 |
Stockholders' Deficit | ||
Preferred stock: 337,500 authorized; $0.001 par value Series A Preferred Stock, 150,000 shares designated; $0.001 par value; 150,000 shares issued and outstanding, respectively | 150 | 150 |
Common stock: 1,800,000,000 authorized; $0.001 par value 1,442,053,442 and 1,044,012,947 shares issued and outstanding, respectively | 1,442,053 | 1,044,013 |
Additional paid in capital | 33,423,635 | 30,983,749 |
Accumulated deficit | (37,698,831) | (35,518,584) |
Total Stockholders' Deficit | (2,832,993) | (3,490,672) |
Total Liabilities and Stockholders' Deficit | $ 2,798,067 | $ 3,110,219 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 22,200 | 5,300 |
Temporary equity, shares outstanding | 22,200 | 5,300 |
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 | 1,442,053,442 | 1,044,012,947 |
Common stock, shares outstanding | 1,442,053,442 | 1,044,012,947 |
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 | 150,000 |
Preferred stock, shares outstanding | 150,000 | 150,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 837,868 | $ 477,877 |
Cost of revenue | 166,994 | 34,289 |
Gross profit | 670,874 | 443,588 |
Operating expenses | ||
General and administrative | 1,433,565 | 1,425,234 |
Sales and marketing | 95,424 | 120,818 |
Total operating expenses | 1,528,989 | 1,546,052 |
Net loss from operations | (858,115) | (1,102,464) |
Other income (expense) | ||
Interest expense | (905,426) | (518,400) |
Loss on settlement of debt | (227,501) | (54,000) |
Change in fair value of derivative liability | (185,256) | (8,506,151) |
Total other expense | (1,318,183) | (9,078,551) |
Loss before income taxes | (2,176,298) | (10,181,015) |
Provision for income taxes | ||
Net loss | (2,176,298) | (10,181,015) |
Dividend on Series B Preferred Stock | (3,949) | |
Net loss attributable to common stockholders | $ (2,180,247) | $ (10,181,015) |
Basic and diluted loss per Common Share | $ 0 | $ (0.70) |
Basic and diluted weighted average number of common shares outstanding | 1,222,055,574 | 14,542,721 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
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 | |||
Common stock issued for conversion of debt | $ 6,824 | 1,317,686 | 1,324,510 | ||
Common stock issued for conversion of debt, shares | 6,824,272 | ||||
Common stock issued in conjunction with convertible note | |||||
Stock issued for asset acquisition | $ 2,466 | (2,466) | |||
Stock issued for asset acquisition, shares | 2,465,754 | ||||
Share-based compensation | $ 500 | 205,152 | 205,652 | ||
Stock-based compensation, shares | 500,000 | ||||
Net loss | (10,181,015) | (10,181,015) | |||
Balance at Mar. 31, 2020 | $ 1 | $ 19,482 | 16,725,143 | (31,791,930) | (15,047,304) |
Balance, shares at Mar. 31, 2020 | 1,334 | 19,482,091 | |||
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 | |||
Common stock issued for cash | $ 166,667 | 486,938 | 653,605 | ||
Common stock issued for cash, shares | 166,666,667 | ||||
Common stock issued for conversion of preferred stock | $ 11,196 | 157,011 | 168,207 | ||
Common stock issued for conversion of preferred stock, shares | 11,196,474 | ||||
Common stock issued for conversion of debt | $ 203,494 | 1,319,764 | 1,523,258 | ||
Common stock issued for conversion of debt, shares | 203,494,048 | ||||
Common stock issued in conjunction with convertible note | $ 5,725 | 83,013 | 88,738 | ||
Common stock issued in conjunction with convertible note, shares | 5,725,000 | ||||
Share-based compensation | $ 10,958 | 393,160 | 404,118 | ||
Stock-based compensation, shares | 10,958,306 | ||||
Net loss | (2,180,247) | (2,180,247) | |||
Balance at Mar. 31, 2021 | $ 150 | $ 1,442,053 | $ 33,423,635 | $ (37,698,831) | $ (2,832,993) |
Balance, shares at Mar. 31, 2021 | 150,000 | 1,442,053,442 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,180,247) | $ (10,181,015) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | 185,256 | 8,506,151 |
Loss on settlement of debt | 227,501 | 54,000 |
Stock-based compensation expense | 404,118 | 205,652 |
Depreciation and amortization | 277,279 | 450,359 |
Amortization of debt discount | 838,227 | 437,639 |
Bad debt | 50,800 | |
Lease liability amortization | (6,554) | (2,128) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 99,592 | (18,610) |
Prepaid expenses and other assets | (9,167) | 242 |
Accounts payable and accrued liabilities | (16,901) | (70,841) |
Deferred revenue | (231,110) | 192,947 |
Payroll liability | (10,535) | |
Accrued interest | 28,358 | 52,999 |
Deposit | (10,496) | |
Net Cash used in Operating Activities | (383,648) | (342,836) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (79,020) | (4,068) |
Net Cash used in Investing Activities | (79,020) | (4,068) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes payable | 100,000 | 497,250 |
Proceeds from issuance of common stock | 653,605 | |
Proceeds from issuance of series B Preferred Stock | 160,000 | |
Finance lease payments | (21,638) | (8,225) |
Proceeds from issuance of notes payable | 924,581 | 189,615 |
Repayment of notes payable | (1,256,591) | (203,245) |
Proceeds from related parties | 65,250 | 83,204 |
Repayment to related parties | (168,262) | (160,725) |
Net Cash provided by Financing Activities | 456,945 | 397,874 |
Net change in cash | (5,723) | 50,970 |
Cash, beginning of period | 58,783 | 18,673 |
Cash, end of period | 53,060 | 69,643 |
Supplemental cash flow information | ||
Cash paid for interest | 15,101 | 27,653 |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Settlement of series B preferred stock through issuance of common stock | 168,207 | |
Settlement of convertible notes payable through issuance of common stock | 1,523,258 | 427,671 |
Common stock issued in conjunction with convertible note | 88,738 | |
Resolution of derivative liability upon conversion of debt | 896,839 | |
Equipment paid by capital lease | 158,005 | |
Derivative liability recognized as debt discount | 100,000 | 500,675 |
Settlement of convertible notes payable through issuance of preferred common stock | 65,600 | |
Note payable issued for settlement of License fee payable | $ 1,404,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of March 31, 2021 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2021. The results of operations for the three months ended March 31, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $404,118 in share-based compensation expense for the three months ended March 31, 2021, compared to $205,652 in share-based compensation expense for the three months ended March 31, 2020. Determining the appropriate fair value model and the related assumptions requires judgment. During the three months ended March 31, 2021, 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. 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 three months ended March 31, 2021 and 2020, 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. March 31, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 24,942,045 466,672 Warrants 100,000,000 69,714,754 Convertible notes - 144,106,172 Total 261,327,991 215,621,598 Recently Issued Accounting Pronouncements 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 | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | NOTE 2: LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future. During 2018, the Company made two product acquisitions, ClassiDocs™, and ARALOC ™ 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 | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3: PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of the dates presented: March 31, December 31, 2021 2020 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 500,343 421,323 503,334 424,314 Accumulated depreciation (135,722 ) (99,965 ) Property and equipment, net of accumulated depreciation $ 367,612 $ 324,349 Depreciation expense for the three months ended March 31, 2021 and 2020, was $35,757 and $11,421, respectively. During the three months years ended March 31, 2021 and 2020, the Company purchased property and equipment of $79,020 and $4,068, respectively. |
Intellectual Property
Intellectual Property | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property | NOTE 4: INTELLECTUAL PROPERTY The following table summarizes the components of the Company’s intellectual property as of the dates presented: March 31, December 31, 2021 2020 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 135,000 135,000 IntellyWP™ 135,000 135,000 Resilient Network Systems 305,000 305,000 5,304,851 5,304,851 Accumulated amortization (3,235,466 ) (2,993,944 ) Intellectual property, net of accumulated amortization $ 2,069,385 $ 2,310,907 The Company recognized amortization expense of approximately $241,522 and $438,938 for the three months ended March 31, 2021, and 2020, respectively. Based on the carrying value of definite-lived intangible assets as of March 31, 2021, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2021 (excluding the three months ended March 31, 2021) $ 724,566 2022 860,484 2023 441,584 2024 27,000 Thereafter 15,750 2,069,385 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 5: 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: March 31, December 31, 2021 2019 Accounts payable $ 191,177 $ 178,319 Payroll liabilities 106,513 102,793 Credit cards 42,657 31,918 Accrued dividend - preferred stock 3,307 484 Accrued liabilities 40,000 87,500 $ 383,654 $ 401,014 |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | NOTE 6: DEFERRED REVENUE Changes in deferred revenue were as follows: March 31, 2020 Balance, beginning of period $ 1,518,163 Deferral of revenue 508,358 Recognition of deferred revenue (739,468 ) Balance, end of period $ 1,287,053 March 31, December 31, 2020 2020 Current $ 1,255,396 $ 1,478,430 Non-current 31,657 39,733 $ 1,287,053 $ 1,518,163 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 7: 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. We recognized total lease expense of approximately $24,000 and $28,000 for the three months ended March 31, 2021 and 2020, respectively, primarily related to operating lease costs paid to lessors from operating cash flows. As of March 31, 2021 and December 31, 2020, the Company recorded security deposit of $10,000. We entered into our operating lease in January 2019. On July 1, 2020, the Company renegotiated the office lease to obtain rent expense relief for the months of April 2020 – December 2020. Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at March 31, 2021 were as follows: Total Year Ended December 31, 2021 (excluding the three months ended March 31, 2021) $ 92,700 2022 127,300 2023 131,150 Thereafter - 351,150 Less: Imputed interest (37,318 ) Operating lease liabilities 313,832 Operating lease liability - current 103,117 Operating lease liability - non-current $ 210,715 The following summarizes other supplemental information about the Company’s operating lease as of March 31, 2021: Weighted average discount rate 8 % Weighted average remaining lease term (years) 2.79 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 March 31, 2021 and December 31, 2020, capital lease obligations included in current liabilities were $90,799 and $90,565, respectively, and capital lease obligations included in long-term liabilities were $61,237 and $83,109, respectively. As of March 31, 2021 and December 31, 2020, the Company recorded security deposit of $10,944. At March 31, 2021, future minimum lease payments under the finance lease obligations, are as follows: Total 2021 (excluding the three months ended March 31, 2021) $ 79,899 2022 78,379 2023 10,496 Thereafter - 168,774 Less: Imputed interest (16,738 ) Finance lease liabilities 152,036 Finance lease liability 90,799 Finance lease liability - non-current $ 61,237 As of March 31, 2021 and December 31, finance lease assets are included in property and equipment as follows: March 31, December 31, 2021 2020 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (106,912 ) (87,337 ) Finance lease assets, net of accumulated depreciation $ 160,372 $ 179,947 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 8: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: March 31, December 31, 2021 2020 Convertible Notes - Issued in fiscal year 2020 100,000 1,526,000 Convertible Notes - Issued in fiscal year 2021 114,500 - 214,500 1,526,000 Less debt discount and debt issuance cost (117,949 ) (282,232 ) 96,551 1,243,768 Less current portion of convertible notes payable 89,264 1,243,768 Long-term convertible notes payable $ 7,287 $ - During the three months ended March 31, 2021 and 2020, the Company recognized interest expense of $15,142 and $53,517, and amortization of debt discount, included in interest expense of $305,441 and $410,019, respectively. Conversion During the three months ended March 31, 2021, the Company converted notes with principal amounts and accrued interest of $1,340,150 into 203,494,048 shares of common stock. The corresponding derivative liability at the date of conversion of $183,108 was credited to additional paid in capital. Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2020 During the twelve months ended December 31, 2020, the Company issued a total of $2,466,500 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. Promissory Notes - Issued during first three months of fiscal year 2021 During the three months ended March 31, 2021, the Company issued convertible note of $114,500 for cash proceeds of $100,000 after deducting financing fee of $14,500 with the following terms; ● Terms 90 days. ● Annual interest rates of 5%. ● Convertible at the option of the holders after maturity date ● Conversion price is the lesser of (i) $0.01 or (ii) 61% multiplied by the average of two lowest trading prices during the 20 trading day period prior to the conversion date. ● 5,725,000 shares of common stock valued at $88,738 issued in conjunction with convertible note |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 9: 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 March 31, 2021. As of the three month period ended March 31, 2021, 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 three months March 31, 2021 and 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: The Company valued the conversion feature using the Binomial pricing model. The fair value of the derivative liability for all the notes and convertible preferred stock that became convertible, including the notes and convertible preferred stock issued in prior years, during the three months ended March 31, 2021 amounted to $186,456, and $100,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes, while the balance of $86,459 was recognized as a “day 1” derivative loss. For the three months March 31, 2021 and year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: Three months Ended Year Ended March 31, December 31, 2021 2020 Expected term 0.48 - 1.00 years 0.25 - 5.00 years Expected average volatility 186%- 302% 187%- 464% Expected dividend yield - - Risk-free interest rate 0.07% - 0.10% 0.01% - 1.57% The following table summarizes the changes in the derivative liabilities during the three months March 31, 2021 and 2021: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2020 $ - Addition of new derivatives recognized as debt discounts 100,000 Addition of new derivatives recognized as day-one loss 86,459 Derivative liabilities settled upon conversion of convertible note (285,256 ) Change in derivative liabilities recognized as loss on derivative 98,797 Derivative liability as of March 31, 2021 $ - The aggregate loss on derivatives during the three months ended March 31, 2021 and 2020 was $185,256 and $8,506,151, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 10: NOTES PAYABLE Notes payable consists of the following: March 31, December 31, 2021 2020 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 April 2020 10,000 10,000 Due on demand No interest Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 339,000 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2) 150,000 150,000 30 years 1.0 % Promissory note - originated in June 2020 - 43,356 $3,942.86 daily payment 16.0 % Promissory note - originated in September 2020 73,162 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 439,243 394,846 $6,999.00 daily payment 25.0 % Promissory note - originated in December 2020 47,199 50,031 $1,854.41 monthly payment for 36 months 8.0 % Promissory note - originated in January 2021 (3) 1,394,000 - 5 years 4.0 % Promissory note - originated in January 2021 68,338 - $2,675.89 monthly payment for 36 months 18.0 % Promissory note - originated in January 2021 14,484 - $992.06 daily payment 25.0 % Promissory note - originated in January 2021 112,425 - $4,497.00 daily payment 25.0 % Promissory note - originated in February 2021 171,224 - $3,971.43 daily payment 25.0 % Promissory note - originated in March 2021 73,950 - $870,00 daily payment 15.0 % Promissory note - originated in March 2021 47,595 - $5,613.46 daily payment 24.0 % 2,990,740 1,447,138 Less debt discount and debt issuance cost (291,474 ) (289,332 ) 2,699,266 1,157,806 Less current portion of promissory notes payable 826,173 585,310 Long-term promissory notes payable $ 1,873,093 $ 572,496 (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. (3) On February 12, 2021, the Company issued notes payable of $1,404,000 to settle license fee payable of $1,094,691. As a result, the Company recorded loss on settlement of debt of $309,309. During the three months ended March 31, 2021, the Company recognized interest expense of $17,170, and amortization of debt discount, included in interest expense of $469,471, respectively. During the three months years ended March 31, 2021 and 2020, the Company issued a total of $2,800,191 and $276,000, less discount of $471,610 and $86,385, and repaid $1,256,591 and $203,245, respectively. |
Capital Stock and Reverse Stock
Capital Stock and Reverse Stock Split | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Capital Stock and Reverse Stock Split | NOTE 11: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On February 19, 2021 the written consent of the holders of a majority of the voting power of the outstanding capital stock of the Company as of the Record Date (the “Consenting Stockholders”) approved the following corporate actions: (1) Amendment of our articles of incorporation (the “Articles of Incorporation”) to provide for a decrease in the authorized shares of the Company’s Common Stock from 1,800,000,000 to a number of not less than 10,000,000 and not more than 1,000,000,000 (the “Authorized Common Stock Reduction”), at any time prior to the one year anniversary of the filing of the Definitive Information Statement on Schedule 14C with respect to the actions envisioned under Preliminary Information Statement in Schedule 14C filed with the SEC on February 23 2021 (the “Definitive Information Statement”), with the Board of Directors of the Company (the “Board”) having the discretion to determine whether or not the Authorized Common Stock Reduction is to be effected, and if effected, the exact number of the Authorized Common Stock Reduction within the above range. (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”), at any time prior to the one year anniversary of the filing of the Definitive Information Statement, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. Preferred Stock Series A Preferred Stock As of March 31, 2021 and December 31, 2020, 150,000 shares of Series A were issued and outstanding. 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. Series B Preferred Stock As of March 31, 2021 and December 31, 2020, 22,200 and 5,300 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 three months ended March 31, 2021, the Company issued a total of 23,460 shares of Series B preferred stock as follows ● 16,900 shares for $160,000, less $9,000 financing fee. ● 6,560 shares in exchange for convertible note and accrued interest of $65,600 During the three months ended March 31, 2021, 6,560 shares of series B preferred stock was converted into 11,196,475 shares. Common Stock As of March 31, 2021, 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 March 31, 2021 and December 31, 2020, respectively, was 1,442,053,442 and 1,044,012,947 shares, respectively. During the three months ended March 31, 2021, the Company issued common stock as follows: ● 203,494,048 shares issued for conversion of debt; ● 166,666,667 shares issued for cash of 1,000,000, less financing cost of $10,000, of which $336,395 was not yet received,; ● 10,958,306 shares issued for service ● 11,196,474 shares issued for conversion of Series B preferred stock; and ● 5,725,000 shares issued as a loan fee in connection with the issuance of a promissory note. Warrants During the three month period ended March 31, 2021 the Company did not issue any warrants. A summary of activity during the period ended March 31, 2021 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2020 100,000,000 $ 0.01 Granted - Reset feature Exercised - - Forfeited/canceled - - Outstanding, March 31, 2021 100,000,000 $ 0.01 The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2021: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares (in years) Exercise Price Shares Exercise Price 100,000,000 4.70 $ 0.0100 100,000,000 $ 0.0100 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 12: SHARE-BASED COMPENSATION Stock Options During the three months ended March 31, 2021, 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 three months ended March 31, 2021: Weighted-Average Options Outstanding Exercise Price Balance as of December 31, 2020 11,751,592 $ 0.05 Grants 13,190,453 0.02 Exercised - - Cancelled - - Balance as of Mach 31, 2021 24,942,045 $ 0.03 The weighted average grant date fair value of stock options granted during the three months ended March 31, 2021 was $0.0215. The total fair value of stock options that granted during the three ended March 31, 2021 was approximately $284,000. 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 three months ended March 31, 2021: Expected term (years) 5.7 years Expected stock price volatility 296.17 % Weighted-average risk-free interest rate 0.64 % Expected dividend $ 0.00 Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of March 31, 2021: Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 24,942,045 9.58 $ 0.03 Exercisable 745,031 8.81 0.43 Expected to vest 24,197,014 9.60 $ 0.02 As of March 31, 2021 and December 31, 2020, there was $448,292 and $211,661, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized within the next year. Restricted Stock Awards During the three months ended March 31, 2021, 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 three months ended March 31, 2021: Weighted-Average Shares Fair Value Balance as of December 31, 2020 14,712,760 0.02 Shares of restricted stock granted 9,000,309 0.03 Exercised - - Cancelled - - Balance as of Mach 31, 2021 23,713,069 0.04 March 31, December 31, Number of Restricted Stock Awards 2021 2020 Vested 477,192 452,192 Non-vested 23,235,877 14,260,568 As of March 31, 2021 and December 31, 2020, there was $245,619 and $144,964, respectively, of total unrecognized compensation cost related to non-vested share-based compensation, which is expected to be recognized over the next year. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13: 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. On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC. 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 three months ended March 31, 2021, the Company repaid note payable of $119,499 including interest expense of $5,485. As of March 31, 2021 and December 31, 2020, the Company had recorded a liability to DMBGroup totaling $285,883 and $405,382, respectively. During the three months ended March 31, 2021, the Company borrowed $47,000 from our CEO, our CEO paid operating expenses of $18,249 on behalf of the Company and the Company repaid $48,763 to our CEO. As of March 31, 2021 and December 31, 2020, the Company had due to related party of $458,218 and $561,230, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14: SUBSEQUENT EVENTS The Company has analyzed its operations subsequent to March 31, 2021 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of March 31, 2021 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company, and the operations of Myriad Software Productions, LLC through September 2018 when it was liquidated. Prior to the acquisition of Data 443 Risk Mitigation, Inc. in North Carolina and the assets of Myriad Software Productions, LLC in 2018, these two entities were controlled by our sole director and officer, Jason Remillard. On November 17, 2017, Mr. Remillard acquired control of LandStar, Inc. through his purchase of all the outstanding Series A preferred shares of the Company, and as a result, these two entities became common controlled entities that require consolidation of results with the reporting company, LandStar, Inc., from the time common control occurred. All intercompany accounts and activities have been eliminated. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2021. The results of operations for the three months ended March 31, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. |
Share-Based Compensation | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $404,118 in share-based compensation expense for the three months ended March 31, 2021, compared to $205,652 in share-based compensation expense for the three months ended March 31, 2020. Determining the appropriate fair value model and the related assumptions requires judgment. During the three months ended March 31, 2021, 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. |
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 three months ended March 31, 2021 and 2020, 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. March 31, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 24,942,045 466,672 Warrants 100,000,000 69,714,754 Convertible notes - 144,106,172 Total 261,327,991 215,621,598 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share | For the three months ended March 31, 2021 and 2020, 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. March 31, 2021 2020 (Shares) (Shares) Series A Preferred Stock 150,000,000 1,334,000 Stock options 24,942,045 466,672 Warrants 100,000,000 69,714,754 Convertible notes - 144,106,172 Total 261,327,991 215,621,598 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, December 31, 2021 2020 Furniture and Fixtures $ 2,991 $ 2,991 Computer Equipment 500,343 421,323 503,334 424,314 Accumulated depreciation (135,722 ) (99,965 ) Property and equipment, net of accumulated depreciation $ 367,612 $ 324,349 |
Intellectual Property (Tables)
Intellectual Property (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, December 31, 2021 2020 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 135,000 135,000 IntellyWP™ 135,000 135,000 Resilient Network Systems 305,000 305,000 5,304,851 5,304,851 Accumulated amortization (3,235,466 ) (2,993,944 ) Intellectual property, net of accumulated amortization $ 2,069,385 $ 2,310,907 |
Schedule of Future Amortization Expense of Intangible Assets | Based on the carrying value of definite-lived intangible assets as of March 31, 2021, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended December 31, Expense 2021 (excluding the three months ended March 31, 2021) $ 724,566 2022 860,484 2023 441,584 2024 27,000 Thereafter 15,750 2,069,385 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, December 31, 2021 2019 Accounts payable $ 191,177 $ 178,319 Payroll liabilities 106,513 102,793 Credit cards 42,657 31,918 Accrued dividend - preferred stock 3,307 484 Accrued liabilities 40,000 87,500 $ 383,654 $ 401,014 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Deferred Revenue | Changes in deferred revenue were as follows: March 31, 2020 Balance, beginning of period $ 1,518,163 Deferral of revenue 508,358 Recognition of deferred revenue (739,468 ) Balance, end of period $ 1,287,053 March 31, December 31, 2020 2020 Current $ 1,255,396 $ 1,478,430 Non-current 31,657 39,733 $ 1,287,053 $ 1,518,163 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 were as follows: Total Year Ended December 31, 2021 (excluding the three months ended March 31, 2021) $ 92,700 2022 127,300 2023 131,150 Thereafter - 351,150 Less: Imputed interest (37,318 ) Operating lease liabilities 313,832 Operating lease liability - current 103,117 Operating lease liability - non-current $ 210,715 |
Schedule of Other Supplemental Information Under Operating Lease | The following summarizes other supplemental information about the Company’s operating lease as of March 31, 2021: Weighted average discount rate 8 % Weighted average remaining lease term (years) 2.79 |
Schedule of Future Minimum Lease Payments Under Finance Leases | At March 31, 2021, future minimum lease payments under the finance lease obligations, are as follows: Total 2021 (excluding the three months ended March 31, 2021) $ 79,899 2022 78,379 2023 10,496 Thereafter - 168,774 Less: Imputed interest (16,738 ) Finance lease liabilities 152,036 Finance lease liability 90,799 Finance lease liability - non-current $ 61,237 |
Schedule of Finance Lease Assets | As of March 31, 2021 and December 31, finance lease assets are included in property and equipment as follows: March 31, December 31, 2021 2020 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (106,912 ) (87,337 ) Finance lease assets, net of accumulated depreciation $ 160,372 $ 179,947 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following: March 31, December 31, 2021 2020 Convertible Notes - Issued in fiscal year 2020 100,000 1,526,000 Convertible Notes - Issued in fiscal year 2021 114,500 - 214,500 1,526,000 Less debt discount and debt issuance cost (117,949 ) (282,232 ) 96,551 1,243,768 Less current portion of convertible notes payable 89,264 1,243,768 Long-term convertible notes payable $ 7,287 $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Liabilities Measured on Recurring Basis | For the three months March 31, 2021 and year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: Three months Ended Year Ended March 31, December 31, 2021 2020 Expected term 0.48 - 1.00 years 0.25 - 5.00 years Expected average volatility 186%- 302% 187%- 464% Expected dividend yield - - Risk-free interest rate 0.07% - 0.10% 0.01% - 1.57% |
Schedule of Changes in Derivative Liabilities | The following table summarizes the changes in the derivative liabilities during the three months March 31, 2021 and 2021: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2020 $ - Addition of new derivatives recognized as debt discounts 100,000 Addition of new derivatives recognized as day-one loss 86,459 Derivative liabilities settled upon conversion of convertible note (285,256 ) Change in derivative liabilities recognized as loss on derivative 98,797 Derivative liability as of March 31, 2021 $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: March 31, December 31, 2021 2020 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 April 2020 10,000 10,000 Due on demand No interest Paycheck Protection Program Promissory note - originated in April 2020 (1) 339,000 339,000 2 years 1.0 % Economic Injury Disaster Loan - originated in May 2020 (2) 150,000 150,000 30 years 1.0 % Promissory note - originated in June 2020 - 43,356 $3,942.86 daily payment 16.0 % Promissory note - originated in September 2020 73,162 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 439,243 394,846 $6,999.00 daily payment 25.0 % Promissory note - originated in December 2020 47,199 50,031 $1,854.41 monthly payment for 36 months 8.0 % Promissory note - originated in January 2021 (3) 1,394,000 - 5 years 4.0 % Promissory note - originated in January 2021 68,338 - $2,675.89 monthly payment for 36 months 18.0 % Promissory note - originated in January 2021 14,484 - $992.06 daily payment 25.0 % Promissory note - originated in January 2021 112,425 - $4,497.00 daily payment 25.0 % Promissory note - originated in February 2021 171,224 - $3,971.43 daily payment 25.0 % Promissory note - originated in March 2021 73,950 - $870,00 daily payment 15.0 % Promissory note - originated in March 2021 47,595 - $5,613.46 daily payment 24.0 % 2,990,740 1,447,138 Less debt discount and debt issuance cost (291,474 ) (289,332 ) 2,699,266 1,157,806 Less current portion of promissory notes payable 826,173 585,310 Long-term promissory notes payable $ 1,873,093 $ 572,496 (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. (3) On February 12, 2021, the Company issued notes payable of $1,404,000 to settle license fee payable of $1,094,691. As a result, the Company recorded loss on settlement of debt of $309,309. |
Capital Stock and Reverse Sto_2
Capital Stock and Reverse Stock Split (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Warrants Activity | A summary of activity during the period ended March 31, 2021 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2020 100,000,000 $ 0.01 Granted - Reset feature Exercised - - Forfeited/canceled - - Outstanding, March 31, 2021 100,000,000 $ 0.01 |
Schedule of Outstanding and Exercisable Warrants | The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2021: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares (in years) Exercise Price Shares Exercise Price 100,000,000 4.70 $ 0.0100 100,000,000 $ 0.0100 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following summarizes the stock option activity for the three months ended March 31, 2021: Weighted-Average Options Outstanding Exercise Price Balance as of December 31, 2020 11,751,592 $ 0.05 Grants 13,190,453 0.02 Exercised - - Cancelled - - Balance as of Mach 31, 2021 24,942,045 $ 0.03 |
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 three months ended March 31, 2021: Expected term (years) 5.7 years Expected stock price volatility 296.17 % Weighted-average risk-free interest rate 0.64 % Expected dividend $ 0.00 |
Schedule of Stock Options Vested and Expected to Vest | The following summarizes certain information about stock options vested and expected to vest as of March 31, 2021: Weighted-Average Number of Remaining Contractual Life Weighted- Average Options (In Years) Exercise Price Outstanding 24,942,045 9.58 $ 0.03 Exercisable 745,031 8.81 0.43 Expected to vest 24,197,014 9.60 $ 0.02 |
Schedule of Restricted Stock Activity | The following summarizes the restricted stock activity for the three months ended March 31, 2021: Weighted-Average Shares Fair Value Balance as of December 31, 2020 14,712,760 0.02 Shares of restricted stock granted 9,000,309 0.03 Exercised - - Cancelled - - Balance as of Mach 31, 2021 23,713,069 0.04 |
Schedule of Restricted Stock Award | March 31, December 31, Number of Restricted Stock Awards 2021 2020 Vested 477,192 452,192 Non-vested 23,235,877 14,260,568 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Share-based compensation expense | $ 404,118 | $ 205,652 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Earnings Per Share | 261,327,991 | 215,621,598 |
Stock Options [Member] | ||
Antidilutive Earnings Per Share | 24,942,045 | 466,672 |
Warrants [Member] | ||
Antidilutive Earnings Per Share | 100,000,000 | 69,714,754 |
Convertible Notes [Member] | ||
Antidilutive Earnings Per Share | 144,106,172 | |
Series A Preferred Stock [Member] | ||
Antidilutive Earnings Per Share | 150,000,000 | 1,334,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 35,757 | $ 11,421 |
Payments to purchased property and equipment | $ 79,020 | $ 4,068 |
Property and Equipment - Summar
Property and Equipment - Summary of Components of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 503,334 | $ 424,314 |
Accumulated depreciation | (135,722) | (99,965) |
Property and equipment, net of accumulated depreciation | 367,612 | 324,349 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 2,991 | 2,991 |
Computer Equipment [Member] | ||
Property and equipment, gross | $ 500,343 | $ 421,323 |
Intellectual Property (Details
Intellectual Property (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 241,522 | $ 438,938 |
Intellectual Property - Schedul
Intellectual Property - Schedule of Intellectual Property (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Intellectual property | $ 5,304,851 | $ 5,304,851 |
Accumulated amortization | (3,235,466) | (2,993,944) |
Intellectual property, net of accumulated amortization | 2,069,385 | 2,310,907 |
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 | 135,000 |
IntellyWP [Member] | ||
Intellectual property | 135,000 | 135,000 |
Resilien Network Systems [Member] | ||
Intellectual property | $ 305,000 | $ 305,000 |
Intellectual Property - Sched_2
Intellectual Property - Schedule of Future Amortization Expense of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (excluding the three months ended March 31, 2021) | $ 724,566 | |
2022 | 860,484 | |
2023 | 441,584 | |
2024 | 27,000 | |
Thereafter | 15,750 | |
Intellectual property, net of accumulated amortization | $ 2,069,385 | $ 2,310,907 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 191,177 | $ 178,319 | |
Payroll liabilities | 106,513 | 102,793 | |
Credit cards | 42,657 | 31,918 | |
Accrued dividend - preferred stock | 3,307 | 484 | |
Accrued liabilities | 40,000 | 87,500 | |
Accounts payable and accrued liabilities | $ 383,654 | $ 401,014 | $ 401,014 |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Balance, beginning of period | $ 1,518,163 | ||
Deferral of revenue | 508,358 | ||
Recognition of deferred revenue | (739,468) | ||
Balance, end of period | 1,287,053 | ||
Current | $ 1,255,396 | $ 1,478,430 | |
Non-current | 31,657 | 39,733 | |
Deferred revenue | $ 1,287,053 | $ 1,287,053 | $ 1,518,163 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expire year | Operating leases for our office facility that expire in 2024 | ||
Recognized lease expense | $ 24,000 | $ 28,000 | |
Security deposit | $ 10,000 | $ 10,000 | |
Capital lease term | 3 years | ||
Capital leases annual interest rate | 12.00% | ||
Capital lease obligations current | $ 90,799 | $ 90,565 | |
Capital lease obligations noncurrent | 61,237 | 83,109 | |
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 ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (excluding the three months ended March 31, 2021) | $ 92,700 | |
2022 | 127,300 | |
2023 | 131,150 | |
Thereafter | ||
Total lease payment | 351,150 | |
Less: Imputed interest | (37,318) | |
Operating lease liabilities | 313,832 | |
Operating lease liability - current | 103,117 | $ 100,170 |
Operating lease liability - non-current | $ 210,715 | $ 237,961 |
Leases - Schedule of Other Supp
Leases - Schedule of Other Supplemental Information Under Operating Lease (Details) | Mar. 31, 2021 |
Leases [Abstract] | |
Weighted average discount rate | 8.00% |
Weighted average remaining lease term (years) | 2 years 9 months 14 days |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments Under Finance Leases (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (excluding the three months ended March 31, 2021) | $ 79,899 | |
2022 | 78,379 | |
2023 | 10,496 | |
Thereafter | ||
Total finance lease payment | 168,774 | |
Less: Imputed interest | (16,738) | |
Finance lease liabilities | 152,036 | |
Finance lease liability - current | 90,799 | $ 90,565 |
Finance lease liability - non-current | $ 61,237 | $ 83,109 |
Leases - Schedule of Finance Le
Leases - Schedule of Finance Lease Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance lease assets | $ 267,284 | $ 267,284 |
Accumulated depreciation | (106,912) | (87,337) |
Finance lease assets, net of accumulated depreciation | $ 160,372 | $ 179,947 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Interest expense | $ 15,142 | $ 53,517 | |
Amortization of debt discount | 838,227 | 437,639 | |
Derivative liability | 100,000 | ||
Convertible outstanding amount | 96,551 | $ 1,243,768 | |
Proceeds from convertible debt | 100,000 | 497,250 | |
Financing fee | 10,000 | ||
Common stock issued for conversion, value | 1,523,258 | 1,324,510 | |
Convertible Note [Member] | |||
Amortization of debt discount | 305,441 | $ 410,019 | |
Debt converted into common stock | $ 1,340,150 | ||
Debt converted into common stock, shares | 203,494,048 | ||
Derivative liability | $ 183,108 | ||
Common stock issued for conversion, shares | 5,725,000 | ||
Common stock issued for conversion, value | $ 88,738 | ||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | |||
Convertible outstanding amount | $ 2,466,500 | ||
Debt instrument maturity date, description | Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. | ||
Debt conversion, description | Conversion prices are typically based on the discounted (25% to 50% discount) average closing prices or lowest trading prices of the Company's shares during various periods prior to conversion. Certain note has a fixed conversion price ranging from $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. | ||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | |||
Debt instrument term | 5 months | ||
Debt interest rate | 25.00% | ||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | |||
Debt instrument term | 60 months | ||
Debt interest rate | 50.00% | ||
Promissory Notes - Issued During First Three Months of Fiscal Year 2021 [Member] | |||
Convertible outstanding amount | $ 114,500 | ||
Debt instrument term | 90 days | ||
Debt interest rate | 5.00% | ||
Debt instrument maturity date, description | Convertible at the option of the holders after maturity date | ||
Debt conversion, description | Conversion price is the lesser of (i) $0.01 or (ii) 61% multiplied by the average of two lowest trading prices during the 20 trading day period prior to the conversion date. | ||
Proceeds from convertible debt | $ 100,000 | ||
Financing fee | $ 14,500 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible notes payable, Gross | $ 214,500 | $ 1,526,000 |
Less debt discount and debt issuance cost | (117,949) | (282,232) |
Convertible notes payable | 96,551 | 1,243,768 |
Less current portion of convertible notes payable | 89,264 | 1,243,768 |
Long-term convertible notes payable | 7,287 | |
Issued in Fiscal Year 2020 [Member] | ||
Convertible notes payable, Gross | 100,000 | 1,526,000 |
Issued in Fiscal Year 2021 [Member] | ||
Convertible notes payable, Gross | $ 114,500 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of derivative liability | $ 186,456 | |
Derivative liability | 100,000 | |
Loss on derivative | 86,459 | |
Aggregate loss on derivatives | $ (185,256) | $ (8,506,151) |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Expected Dividend Yield [Member] | ||
Derivative liability, measurement input, percentage | 0 | 0 |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Expected term | 5 months 23 days | 2 months 30 days |
Minimum [Member] | Expected Average Volatility [Member] | ||
Derivative liability, measurement input, percentage | 186 | 187 |
Minimum [Member] | Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input, percentage | 0.07 | 0.01 |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Expected term | 1 year | 5 years |
Maximum [Member] | Expected Average Volatility [Member] | ||
Derivative liability, measurement input, percentage | 302 | 464 |
Maximum [Member] | Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input, percentage | 0.10 | 1.57 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Changes in Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Change in derivative liabilities recognized as loss on derivative | $ (185,256) | $ (8,506,151) |
Derivative liability ending | 100,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability beginning | ||
Addition of new derivatives recognized as debt discounts | 100,000 | |
Addition of new derivatives recognized as day-one loss | 86,459 | |
Derivative liabilities settled upon conversion of convertible note | (285,256) | |
Change in derivative liabilities recognized as loss on derivative | 98,797 | |
Derivative liability ending |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest expense | $ 15,142 | $ 53,517 |
Amortization of debt discount | 838,227 | 437,639 |
Note issued | 924,581 | 189,615 |
Repayment of notes payable | 1,256,591 | 203,245 |
Notes Payable [Member] | ||
Interest expense | 17,170 | |
Amortization of debt discount | 469,471 | |
Note issued | 2,800,191 | 276,000 |
Debt discount | 471,610 | 86,385 |
Repayment of notes payable | $ 1,256,591 | $ 203,245 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | ||
Promissory notes payable, Gross | $ 2,990,740 | $ 1,447,138 | |
Less debt discount and debt issuance cost | (291,474) | (289,332) | |
Promissory notes payable | 2,699,266 | 1,157,806 | |
Less current portion of Promissory notes payable | 826,173 | 585,310 | |
Long-term Promissory notes payable | 1,873,093 | 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 April 2020 [Member] | |||
Promissory notes payable, Gross | $ 10,000 | $ 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 | [1] | $ 339,000 | $ 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 | [2] | $ 150,000 | $ 150,000 |
Maturity | 30 years | 30 years | |
Interest Rate | 1.00% | 1.00% | |
Promissory Note - Originated In June 2020 [Member] | |||
Promissory notes payable, Gross | $ 43,356 | ||
Interest Rate | 16.00% | ||
Daily/monthly payment | $ 3,943 | ||
Promissory Note - Originated In September 2020 [Member] | |||
Promissory notes payable, Gross | $ 73,162 | $ 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% | ||
Daily/monthly payment | $ 2,293 | ||
Promissory Note - Originated In November 2020 [Member] | |||
Promissory notes payable, Gross | $ 170,886 | ||
Interest Rate | 25.00% | ||
Daily/monthly payment | $ 4,497 | ||
Promissory Note - Originated In November 2020 [Member] | |||
Promissory notes payable, Gross | $ 439,243 | $ 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 | $ 47,199 | $ 50,031 | |
Maturity | 36 months | 36 months | |
Interest Rate | 8.00% | 8.00% | |
Daily/monthly payment | $ 1,854 | $ 1,854 | |
Promissory Note - Originated In January 2021 [Member] | |||
Promissory notes payable, Gross | [3] | $ 1,394,000 | |
Maturity | 5 years | ||
Interest Rate | 4.00% | ||
Promissory Note - Originated In January 2021 [Member] | |||
Promissory notes payable, Gross | $ 68,338 | ||
Maturity | 36 months | ||
Interest Rate | 18.00% | ||
Daily/monthly payment | $ 2,676 | ||
Promissory Note - Originated In January 2021 [Member] | |||
Promissory notes payable, Gross | $ 14,484 | ||
Interest Rate | 25.00% | ||
Daily/monthly payment | $ 992 | ||
Promissory Note - Originated In January 2021 [Member] | |||
Promissory notes payable, Gross | $ 112,425 | ||
Interest Rate | 25.00% | ||
Daily/monthly payment | $ 4,497 | ||
Promissory Note - Originated In February 2021 [Member] | |||
Promissory notes payable, Gross | $ 171,224 | ||
Interest Rate | 25.00% | ||
Daily/monthly payment | $ 3,971 | ||
Promissory Note - Originated In March 2021 [Member] | |||
Promissory notes payable, Gross | $ 73,950 | ||
Interest Rate | 15.00% | ||
Daily/monthly payment | $ 870 | ||
Promissory Note - Originated In March 2021 [Member] | |||
Promissory notes payable, Gross | $ 47,595 | ||
Interest Rate | 24.00% | ||
Daily/monthly payment | $ 5,613 | ||
[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. | ||
[3] | On February 12, 2021, the Company issued notes payable of $1,404,000 to settle license fee payable of $1,094,691. As a result, the Company recorded loss on settlement of debt of $309,309. |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Feb. 12, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Notes Payable [Abstract] | ||||
Note payable issued for settlement of License fee payable | $ 1,404,000 | $ 1,404,000 | ||
License fee payable | 1,094,691 | $ 1,094,691 | ||
Loss on loan settlement | $ 309,309 | $ (227,501) | $ (54,000) |
Capital Stock and Reverse Sto_3
Capital Stock and Reverse Stock Split (Details Narrative) - USD ($) | Feb. 19, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Common stock, shares authorized | 1,800,000,000 | 1,800,000,000 | 1,800,000,000 | |
Reverse stock split | Not less than 1-for-10 and not more than 1-for-2,000 | |||
Stock issued during period, value | $ 653,605 | |||
Financing fee | $ 10,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock voting rights | one vote per share | |||
Common stock, shares issued | 1,442,053,442 | 1,044,012,947 | ||
Common stock, shares outstanding | 1,442,053,442 | 1,044,012,947 | ||
Stock issued during period, unreceived value | $ 336,395 | |||
Shares issued for service | 10,958,306 | |||
Number of warrants issued | ||||
Promissory Notes - Issued During First Three Months of Fiscal Year 2021 [Member] | ||||
Shares issued during the period | 5,725,000 | |||
Financing fee | $ 14,500 | |||
Shares Issuance for Cash [Member] | ||||
Shares issued during the period | 166,666,667 | |||
Shares Issued for Conversion of Debt [Member] | ||||
Stock issued for conversion of debt | 203,494,048 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, shares issued | 150,000 | 150,000 | ||
Preferred stock, shares outstanding | 150,000 | 150,000 | ||
Debt converted of common stock, shares | 1,000 | 1,000 | ||
Preferred stock voting rights | Entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | Entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. | ||
Shares issued during the period | ||||
Stock issued during period, value | ||||
Stock issued for conversion of debt | ||||
Series B Preferred Stock [Member] | ||||
Preferred stock, shares issued | 22,200 | 5,300 | ||
Preferred stock, shares outstanding | 22,200 | 5,300 | ||
Preferred stock, stated value | $ 10 | $ 10 | ||
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, dividend rate | 9.00% | |||
Shares issued during the period | 23,460 | |||
Stock issued for conversion of debt | 6,560 | |||
Accrued interest | $ 65,600 | |||
Stock issued for conversion | 11,196,475 | |||
Series B Preferred Stock [Member] | Issuance of Shares [Member] | ||||
Shares issued during the period | 16,900 | |||
Stock issued during period, value | $ 160,000 | |||
Financing fee | $ 9,000 | |||
Minimum [Member] | ||||
Common Stock, Authorized Reduction | 10,000,000 | |||
Maximum [Member] | ||||
Common Stock, Authorized Reduction | 1,000,000,000 |
Capital Stock and Reverse Sto_4
Capital Stock and Reverse Stock Split - Summary of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Warrants Outstanding Beginning balance, Shares | shares | 100,000,000 |
Warrants Granted, Shares | shares | |
Warrants Reset feature, Shares | shares | |
Warrants Exercised, Shares | shares | |
Warrants Forfeited/canceled, Shares | shares | |
Warrants Outstanding Ending balance, Shares | shares | 100,000,000 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Warrants Granted, Weighted Average Exercise Price | $ / shares | |
Warrants Reset feature, Weighted Average Exercise Price | $ / shares | |
Warrants Exercised, Weighted Average Exercise Price | $ / shares | |
Warrants Forfeited/canceled, Weighted Average Exercise Price | $ / shares | |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Capital Stock and Reverse Sto_5
Capital Stock and Reverse Stock Split - Schedule of Outstanding and Exercisable Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Shares, Warrants Outstanding | 100,000,000 | 100,000,000 |
Weighted Average Remaining Contractual life, Warrants Outstanding | 4 years 8 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 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock [Member] | ||
Unrecognized compensation and non-vested | $ 245,619 | $ 144,964 |
Stock Options [Member] | ||
Share-based compensation, vesting period | 1 year | |
Weighted average granted date fair value stock options granted | $ 0.0215 | |
Fair value of option vested | $ 284,000 | |
Unrecognized compensation and non-vested | $ 448,292 | $ 211,661 |
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] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Options Outstanding, Balance Beginning | shares | 11,751,592 |
Options Outstanding, Grants | shares | 13,190,453 |
Options Outstanding, Exercised | shares | |
Options Outstanding, Cancelled | shares | |
Options Outstanding, Balance Ending | shares | 24,942,045 |
Weighted-Average Exercise Price, Balance Beginning | $ / shares | $ 0.05 |
Weighted-Average Exercise Price, Grants | $ / shares | 0.02 |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Weighted-Average Exercise Price, Cancelled | $ / shares | |
Weighted-Average Exercise Price, Balance Ending | $ / shares | $ 0.03 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Weighted Average Assumptions for Stock Options Granted (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Expected term (years) | 5 years 8 months 12 days |
Expected stock price volatility | 296.17% |
Weighted-average risk-free interest rate | 0.64% |
Expected dividend | 0.00% |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Vested and Expected to Vest (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding | shares | 24,942,045 |
Number of Options, Exercisable | shares | 745,031 |
Number of Options, Expected to vest | shares | 24,197,014 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 6 months 29 days |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 9 months 22 days |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 7 months 6 days |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 0.03 |
Weighted-Average Exercise Price, Exercisable | $ / shares | 0.43 |
Weighted-Average Exercise Price, Expected to vest | $ / shares | $ 0.02 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Restricted Stock, Exercised | |
Restricted Stock [Member] | |
Number of Restricted Stock, Balance Beginning | 14,712,760 |
Number of Restricted Stock, Shares of restricted stock granted | 9,000,309 |
Number of Restricted Stock, Exercised | |
Number of Restricted Stock, Cancelled | |
Number of Restricted Stock, Balance Ending | 23,713,069 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ / shares | $ 0.02 |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | $ / shares | 0.03 |
Weighted-Average Fair Value of Restricted Stock, Exercised | $ / shares | |
Weighted-Average Fair Value of Restricted Stock, Cancelled | $ / shares | |
Weighted-Average Fair Value of Restricted Stock, Balance Ending | $ / shares | $ 0.04 |
Share-Based Compensation - Sc_5
Share-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted Stock [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Restricted Stock Awards, Vested | 477,192 | 452,192 |
Number of Restricted Stock Awards, Non-vested | 23,235,877 | 14,260,568 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 16, 2019 | |
Notes payable | $ 2,699,266 | $ 1,157,806 | ||
Due to related party | 458,218 | 561,230 | ||
Repayment of notes payable | 1,256,591 | $ 203,245 | ||
Borrowings | 65,250 | 83,204 | ||
Operating expenses | 1,528,989 | $ 1,546,052 | ||
CEO [Member] | ||||
Borrowings | 47,000 | |||
Operating expenses | 18,249 | |||
Repayment of debt | 48,763 | |||
DMB Group LLC [Member] | ||||
Due to related party | 458,218 | 561,230 | ||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | ||||
Notes payable | 285,883 | $ 405,382 | $ 940,000 | |
Due to related party | $ 97,689 | |||
Repayment of notes payable | 119,499 | |||
Interest expenses | $ 5,485 |