SUBSEQUENT RETROSPECTIVE STOCK SPLIT | NOTE 15: SUBSEQUENT EVENTS Subsequent to September 30, 2021, and through the date these interim consolidated financial statements were approved for issuance, the following transactions occurred: ● ● On October 4, 2021, the Company converted 3,300 shares of its Series B Preferred Stock into 18,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. On October 19, 2021, the Company converted $ 30,000 of a promissory note into 20,281 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Mast Hill Note 444,444.00 (the “ Principal Amount 3,650,000.00 (excluded were $ 40,000 in original issue discount; $ 28,000 as a fee paid to J.H. Darbie, a registered broker dealer; and, $ 7,000 in legal fees for Mast Hill). Timely payment under the Note is secured by the issuance of a Common Stock Purchase Warrant (the “ Second Warrant 161,616 shares of the Company’s common stock at an exercise price of $ 3.20 , exercisable only in the event of a default under the Note. Interest on the Principal Amount of the Note accrues at the rate of 12% per annum. Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $4.00 per share. The Company also granted to Mast Hill warrants to acquire 161,616 shares of the Company’s common stock pursuant to a Common Stock Purchase Warrant (the “ First Warrant 3.20 , with a cashless exercise option. The Note, the First Warrant, and the Second Warrant impose an obligation on the Company to reserve for issuance that number of shares of the Company’s common stock which is 2 times the number of shares issuable under each of the respective three documents. ● On November 8, 2021, the Company converted $ 30,000 of a promissory note into 24,287 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 15, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 18,033 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 18, 2021, the Company converted 3,375 shares of its Series B Preferred Stock into 35,912 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On December 1, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company four thousand eight hundred seventy five ( 4,875 48,750 45,000 | NOTE 16: SUBSEQUENT RETROSPECTIVE STOCK SPLIT In connection with the Company’s application to list its common stock on Nasdaq, on June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “ Certificate of Amendment 1,800,000,000 1,000,000,000 Reverse Stock Split common stock in a ratio of 1-for-2,000 As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. All share and per share amounts (other than authorized shares) in the consolidated financial statements and related notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. NOTE 17: SUBSEQUENT EVENTS Subsequent to December 31, 2020, the following transactions occurred: ● On January 6, 2021, the Company issued 3,800 35,000 ● 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 $ 114,500 100,000 (i) has a one-time interest charge of five percent ( 5 2,863 ● On January 27, 2021, the Company converted $ 45,150 6,271 ● On January 27, 2021, the Company issued 20,834 240,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 ● On February 2, 2021, the Company issued 10,342 ● On February 3, 2021, the Company issued 625 ● Effective February 8, 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 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 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 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 January 8, 2020 20 10,000 b. Convertible note in the original principal amount of Twenty Five Thousand Dollars ($ 25,000 July 1, 2020 c. Convertible note in the original principal amount of One Hundred Fifty Thousand Dollars ($ 150,000 ) issued on July 1, 20 , resulting in the issuance of 7,500 shares upon conversion. d. Convertible note in the original principal amount of Two Hundred Thousand Dollars ($ 200,000 August 3, 2020 10 20,000 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 e. Convertible note in the original principal amount of Three Hundred Thousand Dollars ($ 300,000 August 24, 2020 10 30,000 f. Convertible note in the original principal amount of Three Hundred Twenty Five Thousand Dollars ($ 325,000 September 30, 2020 30 10,834 g. Convertible note in the original principal amount of Four Hundred Thousand Dollars ($ 400,000 November 17, 2020 7 17,143 ● On February 9, 2021, the Company converted $ 120,000 17,143 ● On February 10, 2021, the Company converted $ 200,000 20,000 ● On February 10, 2021, the Company issued 20,834 250,000 ● Effective February 12, 2021 Geneva Roth Remark Holdings, Inc. (“ Geneva Roth Geneva Exchange Agreement 63,000 September 10, 2021 Geneva Roth Note 6,560 ● 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 1,404,000 Notes 4 ● On February 19, 2021, the Company converted $ 200,000 10,000 ● On February 19, 2021, the Company converted $ 150,000 7,500 DATA443 RISK MITIGATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 and 2019 ● On February 19, 2021, the Company issued 7,800 75,000 ● On February 19, 2021, the Company converted $ 100,000 10,000 ● 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 1,800,000,000 10,000,000 1,000,000,000 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 Reverse Split ● On February 24, 2021, the Company converted $ 200,000 20,000 ● On February 25, 2021, the Company converted $ 325,000 10,834 ● On March 5, 2021, the Company issued 27,685 332,209 ● On March 15, 2021, the Company converted 4,500 3,841 ● On March 16, 2021, the Company converted 2,060 1,758 ● On March 24, 2021, the Company issued 5,300 50,000 ● On March 30, 2021, the Company issued 13,983 115,144 ● On April 22, 2021, the Company issued 8,923 ● On April 23, 2021, the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Auctus Note 832,000.00 Principal Amount 750,000.00 Security Agreement Second Warrant 55,467 15.00 12 55,467 First Warrant $15.00 ● On April 28, 2021, the Company issued 625 ● On May 13, 2021, the Company issued 5,375 50,000 ● On May 21, 2021, the Company issued 10,306 ● On June 1, 2021, the Company converted 5,300 8,934 ● On June 10, 2021, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) which served to (i) reduce the number of authorized shares of common stock to one billion ( 1,000,000,000 common stock in a ratio of 1-for-2,000 As a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, were converted into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 had the number of post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. ● On July 7, 2021, the Company issued 4,375 40,000 ● On July 12, 2021, the Company converted 1,800 6,280 ● On July 16, 2021, the Company converted 2,000 7,699 ● On July 28, 2021, the Company issued 625 ● On July 30, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Auctus Note 282,000.00 Principal Amount 250,000.00 Security Agreement Second Warrant 62,667 4.50 62,667 First Warrant 4.50 ● On August 5, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000.00 ● On August 13, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “One44 Purchase Agreement”) with One44 Capital LLC (“One44”). Pursuant to the One44 Purchase Agreement, One44 purchased from the Company a Convertible Promissory Note (the “One44 Note”) in the aggregate principal amount of $ 157,500 150,000.00 9 61 2,643 ● On August 13, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “GS Purchase Agreement”) with GS Capital Partners, LLC (“GS”). Pursuant to the GS Purchase Agreement, GS purchased from the Company a Convertible Promissory Note (the “GS Note”) in the aggregate principal amount of $ 157,500 150,000 9 61 2,642 ● On August 18, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “Fast Capital Purchase Agreement”) with Fast Capital, LLC (“Fast Capital”). Pursuant to the Fast Capital Purchase Agreement, Fast Capital purchased from the Company a Convertible Promissory Note (the “Fast Capital Note”) in the aggregate principal amount of $ 157,500 (the “Principal Amount”), and delivered gross proceeds of $ 150,000.00 (excluded were legal fees and a transaction fee charged by Fast Capital). Interest on the Principal Amount of the Fast Capital Note accrues at the rate of 9 % per annum. Repayment of all amounts due under the Fast Capital Note shall be tendered on the 12-month anniversary of the Fast Capital Note. The Fast Capital Note may be prepaid in whole at any time during the first 6-months with a prepayment penalty. No prepayment is allowed after 6-months. The Fast Capital Note can be converted by Fast Capital into shares of the Company’s common stock at any time following 180-days after issuance of the Fast Capital Note. The conversion price is equal to 61 % of the lowest trading price during the 20 consecutive trading days immediately preceding the date of conversion. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. As additional consideration for the purchase of the Fast Capital Note the Company also issued to Fast Capital 3,150 shares of the Company’s common stock. ● On August 23, 2021, the Company converted 2,500 shares of its Series B Preferred Stock into 10,446 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On August 24, 2021, the Company converted 3,000 shares of its Series B Preferred Stock into 12,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On August 30, 2021, the Company converted 2,300 shares of its Series B Preferred Stock into 9,802 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 10, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000 ● On September 22, 2021, the Company converted $ 30,000 of a promissory note into 14,112 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 27, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 10,383 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On September 28, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “Jefferson Street Purchase Agreement”) with Jefferson Street Capital, LLC (“Jefferson Street”). Pursuant to the Jefferson Street Purchase Agreement, Jefferson Street purchased from the Company a Convertible Promissory Note (the “Jefferson Street Note”) in the aggregate principal amount of $ 110,000 (the “Principal Amount”), and delivered gross proceeds of $ 100,000.00 (excluded were legal fees and a transaction fee charged by Jefferson Street). Interest on the Principal Amount of the Jefferson Street Note accrues at the rate of 10 % per annum. Repayment of all amounts due under the Jefferson Street Note shall be tendered on the 9-month anniversary of the Jefferson Street Note. The Jefferson Street Note may be prepaid in whole at any time during the first 6-months with a prepayment penalty. No prepayment is allowed after 6-months. The Jefferson Street Note can be converted by Jefferson Street into shares of the Company’s common stock at any time following issuance at a fixed price of $ 3.50 per share. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends, and other similar transactions and terms. As additional consideration for the purchase of the Jefferson Street Note the Company also issued to Jefferson Street a common stock purchase warrant for 22,222 shares of the Company’s common stock at an exercise price of $ 4.50 per share. In connection with this transaction, the Company also paid to Moody Capital Solutions, Inc., a FINRA registered broker-dealer, a fee comprised of (i) $ 8,000 in cash; and, (ii) a common stock purchase warrant for 1,111 shares of the Company’s common stock at an exercise price of $ 4.50 per share. ● On or around September 30, 2021, the Company settled that certain litigation matter involving the payment of the DMB Note. The matter was settled by mutual agreement of the involved parties. The Company’s subsidiary will make payment of the remaining amount due under the DMB Note over the next six months. This matter is now considered closed. ● On October 4, 2021, the Company converted 3,300 shares of its Series B Preferred Stock into 18,535 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company converted $ 30,000 of a promissory note into 20,281 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On October 19, 2021, the Company closed a financing transaction pursuant to the terms and conditions of a Securities Purchase Agreement (the “ Purchase Agreement Mast Hill Note 444,444.00 (the “ Principal Amount 365,000.00 (excluded were $ 40,000 in original issue discount; $ 28,000 as a fee paid to J.H. Darbie, a registered broker dealer; and, $ 7,000 in legal fees for Mast Hill). Timely payment under the Note is secured by the issuance of a Common Stock Purchase Warrant (the “ Second Warrant 161,616 shares of the Company’s common stock at an exercise price of $ 3.20 , exercisable only in the event of a default under the Note. Interest on the Principal Amount of the Note accrues at the rate of 12 % per annum. Repayment of all amounts due under the Note shall be tendered on the 12-month anniversary of the Note, though certain amounts are due earlier upon the closing certain designated investments. The Note may be prepaid in whole at any time without prepayment penalty or premium. If the Company fails to meet its obligations under the terms of the Note, the Note shall become immediately due and payable and subject to penalties provided for in the Note. Upon an event of default under the Note, Mast Hill may also convert all amounts due thereunder into shares of the Company’s common stock at a price of $ 4.00 per share. The Company also granted to Mast Hill warrants to acquire 161,616 shares of the Company’s common stock pursuant to a Common Stock Purchase Warrant (the “ First Warrant 3.20 , with a cashless exercise option. The Note, the First Warrant, and the Second Warrant impose an obligation on the Company to reserve for issuance that number of shares of the Company’s common stock which is 2 times the number of shares issuable under each of the respective three documents. ● On October 27, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company five thousand three hundred seventy five ( 5,375 53,750 50,000 ● On November 8, 2021, the Company converted $ 30,000 of a promissory note into 24,287 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 15, 2021, the Company converted 2,000 shares of its Series B Preferred Stock into 18,033 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On November 18, 2021, the Company converted 3,375 shares of its Series B Preferred Stock into 35,912 shares of its common stock. The issuance was exempt under Section 4(a)(2) of the Securities Act. ● On December 1, 2021 the Company entered into and closed a financing transaction pursuant to the terms and conditions of a Purchase Agreement with Geneva. Pursuant to the Purchase Agreement, Geneva purchased from the Company four thousand eight hundred seventy five ( 4,875 48,750 45,000 |