Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 5 |
Entity Registrant Name | DATA443 RISK MITIGATION, INC. |
Entity Central Index Key | 0001068689 |
Entity Primary SIC Number | 7372 |
Entity Tax Identification Number | 86-0914051 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 4000 Sancar Way, |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Research Triangle Park |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 27709 |
City Area Code | 919 |
Local Phone Number | 526-1070 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | |||||
Cash | $ 4,890 | $ 1,712 | $ 1,204,933 | ||
Accounts receivable, net | 35,623 | 31,978 | 21,569 | ||
Prepaid expense and other current assets | 647,990 | 91,204 | 70,802 | ||
Total current assets | 688,503 | 124,894 | |||
Total current assets | 2,851,082 | 1,297,304 | |||
Property and equipment, net | 475,066 | 427,031 | 288,406 | ||
Operating lease right-of-use assets, net | 168,189 | 405,148 | 174,282 | ||
Advance payment for acquisition | 4,826,188 | 2,726,188 | |||
Intellectual property, net of accumulated amortization | 80,334 | 454,331 | 1,269,819 | ||
Deposits | 45,673 | 45,673 | 31,440 | ||
Total Assets | 6,283,953 | 4,183,265 | 3,061,251 | ||
Current Liabilities | |||||
Accounts payable and accrued liabilities | 2,909,110 | 1,031,931 | 115,673 | ||
Deferred revenue | 1,619,711 | 1,704,249 | 1,035,185 | ||
Interest payable | 826,187 | 478,712 | 204,915 | ||
Notes payable, net of unamortized discount | 2,100,549 | 918,785 | 1,720,777 | ||
Convertible notes payable, net of unamortized discount | 3,142,476 | 4,134,155 | 993,931 | ||
Due to a related party | 112,062 | 247,366 | |||
Operating lease liability | 235,299 | 213,831 | 112,322 | ||
Finance lease liability | 10,341 | 72,768 | |||
Total Current Liabilities | 11,203,841 | 8,604,066 | 4,502,937 | ||
Series B Preferred Stock, 80,000 shares designated; $0.001 par value; Stated value $10.00, 0 and 29,750 shares issued and outstanding, net of discount, respectively | 278,811 | ||||
Notes payable, net of unamortized discount - non-current | 1,364,865 | 3,104,573 | 1,770,989 | ||
Convertible notes payable, net of unamortized discount - non-current | 97,946 | 97,946 | 22,357 | ||
Deferred revenues - non-current | 330,540 | 788,902 | 573,411 | ||
Operating lease liability - non-current | 354,631 | 125,640 | |||
Finance lease liability - non-current | 10,341 | ||||
Total Liabilities | 12,997,192 | 12,950,118 | 7,284,486 | ||
Commitments and Contingencies | |||||
Stockholders’ Deficit | |||||
Preferred stock: 337,500 authorized; $0.001 par value Series A Preferred Stock, 150,000 shares designated; $0.001 par value; 149,892 and 150,000 shares issued and outstanding, respectively | 150 | 150 | 150 | ||
Common stock: 125,000,000 authorized; $0.001 par value; 4,360 and 203 shares issued and outstanding, respectively (1) | 61,556 | [1] | 2,611 | [1] | 122 |
Additional paid in capital | 47,265,212 | 42,642,514 | 37,810,380 | ||
Accumulated deficit | (54,040,157) | (51,412,128) | (42,033,887) | ||
Total Stockholders’ Deficit | (6,713,239) | (8,766,853) | (4,223,235) | ||
Total Liabilities and Stockholders’ Deficit | 6,283,953 | 4,183,265 | 3,061,251 | ||
Series A Preferred Stock [Member] | |||||
Stockholders’ Deficit | |||||
Preferred stock: 337,500 authorized; $0.001 par value Series A Preferred Stock, 150,000 shares designated; $0.001 par value; 149,892 and 150,000 shares issued and outstanding, respectively | 150 | 150 | |||
Series B Preferred Stock [Member] | |||||
Stockholders’ Deficit | |||||
Preferred stock: 337,500 authorized; $0.001 par value Series A Preferred Stock, 150,000 shares designated; $0.001 par value; 149,892 and 150,000 shares issued and outstanding, respectively | |||||
Related Party [Member] | |||||
Current Liabilities | |||||
Due to a related party | $ 370,509 | $ 112,062 | $ 247,366 | ||
[1]Reflects retrospectively the 1-for-600 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, shares authorized | 337,500 | 337,500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 125,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 4,360 | 203 |
Reverse stock splits | Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |
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 | 149,892 | 150,000 |
Preferred stock, shares outstanding | 149,892 | 150,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 80,000 | |
Preferred stock, par value | $ 10 | |
Preferred stock, shares issued | 0 | 29,750 |
Preferred stock, shares outstanding | 0 | 29,750 |
Temporary equity,share authorized | 80,000 | 80,000 |
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Temporary equity, per share | $ 10 | $ 10 |
Temporary equity, shares issued | 0 | 29,750 |
Temporary equity, shares outstanding | 0 | 29,750 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenue | $ 693,835 | $ 916,172 | $ 2,692,681 | $ 2,279,677 | $ 2,627,123 | $ 3,609,494 |
Cost of revenue | 190,425 | 104,322 | 644,288 | 382,594 | 518,843 | 546,888 |
Gross profit | 503,410 | 811,850 | 2,048,393 | 1,897,083 | 2,108,280 | 3,062,606 |
Operating expenses | ||||||
General and administrative | 1,471,024 | 1,557,584 | 4,507,332 | 4,647,366 | 5,552,936 | 5,433,113 |
Sales and marketing | 34,430 | 40,929 | 130,983 | 220,959 | 231,472 | 266,732 |
Total operating expenses | 1,505,454 | 1,598,513 | 4,638,315 | 4,868,325 | 5,784,408 | 5,699,845 |
Net loss from operations | (1,002,044) | (786,663) | (2,589,922) | (2,971,242) | (3,676,128) | (2,637,239) |
Other income (expense) | ||||||
Interest expense | (983,100) | (796,057) | (4,947,656) | (2,833,126) | (5,979,456) | (3,334,413) |
Loss on impairment of intangible asset | (75,000) | |||||
Gain (loss) on settlement of debt | 5,468 | 4,909,549 | 186,156 | |||
Change in fair value of derivative liability | (57,883) | (57,883) | (614,658) | |||
Total other expense | (977,632) | (796,057) | (38,107) | (2,891,009) | (6,037,339) | (3,837,915) |
Loss before income taxes | (1,979,676) | (1,582,720) | (2,628,029) | (5,862,251) | (9,713,467) | (6,475,154) |
Provision for income taxes | ||||||
Net loss | (1,979,676) | (1,582,720) | (2,628,029) | (5,862,251) | (9,713,467) | (6,475,154) |
Dividend on Series B Preferred Stock | (104,631) | (104,631) | (40,149) | |||
Net loss attributable to common stockholders | $ (1,979,676) | $ (1,582,720) | $ (2,628,029) | $ (5,966,882) | $ (9,818,098) | $ (6,515,303) |
Basic loss per Common Share | $ (21.97) | $ (9,769.88) | $ (54.40) | $ (5,619.29) | $ (2,250) | $ (41,274) |
Diluted loss per Common Share | $ (21.97) | $ (9,769.88) | $ (54.40) | $ (5,619.29) | $ (2,250) | $ (41,274) |
Diluted weighted average number of common shares outstanding | 90,093 | 162 | 48,310 | 1,062 | 3,567 | 158 |
Diluted weighted average number of common shares outstanding | 90,093 | 162 | 48,310 | 1,062 | 3,567 | 158 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) | 12 Months Ended | ||||
Sep. 20, 2023 | Sep. 14, 2023 | Mar. 07, 2022 | Jul. 01, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | |||||
Reverse stock splits | 1-for-600 | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 150 | $ 66 | $ 32,027,696 | $ (35,518,584) | $ (3,490,672) |
Beginning balance, shares at Dec. 31, 2020 | 150,000 | 109 | |||
Common stock issued for conversion of debt (1) | $ 25 | 1,842,828 | 1,842,853 | ||
Common stock issued for conversion of debt, shares | 41 | ||||
Warrants issued in conjunction with debts | 1,024,780 | 1,024,780 | |||
Stock-based compensation | $ 1 | 968,469 | 968,470 | ||
Stock-based compensation, shares | 2 | ||||
Net loss | (6,515,303) | (6,515,303) | |||
Common stock issued for cash (1) | $ 10 | 846,791 | 846,801 | ||
Common stock issued for cash, shares | 17 | ||||
Common stock issued for conversion of preferred stock (1) | $ 18 | 827,088 | 827,106 | ||
Common stock issued for conversion of preferred stock, shares | 30 | ||||
Common stock issued for exercised cashless warrants (1) | $ 1 | (1) | |||
Common stock issued for exercised cashless warrant, shares | 2 | ||||
Resolution of derivative liability upon exercise of warrants | 139,067 | 139,067 | |||
Common stock issued in conjunction with convertible notes | $ 1 | 133,662 | 133,663 | ||
Common stock issued in conjunction with convertible notes, shares | 2 | ||||
Ending balance at Dec. 31, 2021 | $ 150 | $ 122 | 37,810,380 | (42,033,887) | (4,223,235) |
Ending balance, shares at Dec. 31, 2021 | 150,000 | 203 | |||
Common stock issued for conversion of debt (1) | $ 289 | 130,799 | 131,088 | ||
Common stock issued for conversion of debt, shares | 481 | ||||
Warrants issued in conjunction with debts | 47,628 | 47,628 | |||
Net loss | (5,966,882) | (5,966,882) | |||
Cumulative-effect adjustment from adoption of ASU 2020-06 | (517,500) | 439,857 | (77,643) | ||
Common stock issued for acquisition of Centurion assets (1) | $ 381 | 2,475,807 | 2,476,188 | ||
Common stock issued for acquisition of Centurion assets, shares | 635 | ||||
Subscription for share issuance | 829,000 | 829,000 | |||
Common stock issued for conversion of preferred stock (1) | $ 108 | (108) | |||
Common stock issued for conversion of preferred stock, shares | (108) | 180 | |||
Common Stock issued in conjunction with convertible notes ⁽ⁱ⁾ | $ 18 | 140,919 | 140,937 | ||
Common stock issued in conjunction with convertible notes, shares | 30 | ||||
Common stock issued for exercised cashless warrants (1) | $ 7 | (7) | |||
Common stock issued for exercised cashless warrant, shares | 11 | ||||
Common stock issued for service (1) | $ 153 | 844,048 | 844,201 | ||
Common stock issued for service, shares | 256 | ||||
Resolution of derivative liability upon exercise of warrants | 57,883 | 57,883 | |||
Stock-based compensation | (14,280) | (14,280) | |||
Ending balance at Sep. 30, 2022 | $ 150 | $ 1,078 | 41,804,569 | (47,560,912) | (5,755,115) |
Ending balance, shares at Sep. 30, 2022 | 149,892 | 1,796 | |||
Beginning balance, value at Dec. 31, 2021 | $ 150 | $ 122 | 37,810,380 | (42,033,887) | (4,223,235) |
Beginning balance, shares at Dec. 31, 2021 | 150,000 | 203 | |||
Common stock issued for conversion of debt (1) | $ 995 | 652,801 | 653,796 | ||
Common stock issued for conversion of debt, shares | 1,665 | ||||
Warrants issued in conjunction with debts | 47,628 | 47,628 | |||
Stock-based compensation | 879,671 | 879,671 | |||
Net loss | (9,818,098) | (9,818,098) | |||
Common stock issued for acquisition of Centurion assets (1) | $ 380 | 2,475,808 | 2,476,188 | ||
Common stock issued for acquisition of Centurion assets, shares | 636 | ||||
Common stock issued for conversion of preferred stock (1) | $ 108 | (108) | |||
Common stock issued for conversion of preferred stock, shares | (108) | 180 | |||
Common stock issued for exercised cashless warrants (1) | $ 7 | (7) | |||
Common stock issued for exercised cashless warrant, shares | 11 | ||||
Common stock issued for service (1) | $ 50 | 164,970 | 165,020 | ||
Common stock issued for service, shares | 83 | ||||
Resolution of derivative liability upon exercise of warrants | 57,883 | 57,883 | |||
Common stock issued in conjunction with convertible notes | $ 18 | 140,919 | 140,937 | ||
Common stock issued in conjunction with convertible notes, shares | 30 | ||||
Cumulative-effect adjustment from adoption of ASU 2020-06 | (517,500) | 439,857 | (77,643) | ||
Subscription for share issuance (1) | $ 931 | 930,069 | 931,000 | ||
Subscription for share issuance, shares | 1,552 | ||||
Ending balance at Dec. 31, 2022 | $ 150 | $ 2,611 | 42,642,514 | (51,412,128) | (8,766,853) |
Ending balance, shares at Dec. 31, 2022 | 149,892 | 4,360 | |||
Beginning balance, value at Jun. 30, 2022 | $ 150 | $ 954 | 40,842,698 | (45,978,192) | (5,134,390) |
Beginning balance, shares at Jun. 30, 2022 | 149,892 | 1,591 | |||
Common stock issued for conversion of debt (1) | $ 124 | 101,640 | 101,764 | ||
Common stock issued for conversion of debt, shares | 205 | ||||
Stock-based compensation | 31,231 | 31,231 | |||
Net loss | (1,582,720) | (1,582,720) | |||
Subscription for share issuance | 829,000 | 829,000 | |||
Ending balance at Sep. 30, 2022 | $ 150 | $ 1,078 | 41,804,569 | (47,560,912) | (5,755,115) |
Ending balance, shares at Sep. 30, 2022 | 149,892 | 1,796 | |||
Beginning balance, value at Dec. 31, 2022 | $ 150 | $ 2,611 | 42,642,514 | (51,412,128) | (8,766,853) |
Beginning balance, shares at Dec. 31, 2022 | 149,892 | 4,360 | |||
Common Stock issued for acquisition of Cyren Assets ⁽ⁱ⁾ | $ 165 | 1,999,835 | 2,000,000 | ||
Common stock issued for acquisition of Cyren Assets, shares | 165,290 | ||||
Common stock issued for conversion of debt (1) | $ 12,857 | 344,735 | 357,592 | ||
Common stock issued for conversion of debt, shares | 21,428 | ||||
Common Stock issued for adjustment to investors in private placement ⁽ⁱ⁾ | $ 45,619 | (45,619) | |||
Common stock issued for adjustment to investors, shares | 77,010 | ||||
Warrants issued in conjunction with debts | 1,682,499 | 1,682,499 | |||
Stock-based compensation | $ 304 | 641,248 | 641,552 | ||
Stock-based compensation, shares | 1,036 | ||||
Net loss | (2,628,029) | (2,628,029) | |||
Ending balance at Sep. 30, 2023 | $ 150 | $ 61,556 | 47,265,212 | (54,040,157) | (6,713,239) |
Ending balance, shares at Sep. 30, 2023 | 149,892 | 269,124 | |||
Beginning balance, value at Jun. 30, 2023 | $ 150 | $ 59,360 | 43,458,946 | (52,060,481) | (8,542,025) |
Beginning balance, shares at Jun. 30, 2023 | 149,892 | 98,940 | |||
Common Stock issued for acquisition of Cyren Assets ⁽ⁱ⁾ | $ 165 | 1,999,835 | 2,000,000 | ||
Common stock issued for acquisition of Cyren Assets, shares | 165,290 | ||||
Common stock issued for conversion of debt (1) | $ 2,049 | 22,951 | 25,000 | ||
Common stock issued for conversion of debt, shares | 4,394 | ||||
Warrants issued in conjunction with debts | 1,682,499 | 1,682,499 | |||
Stock-based compensation | $ (18) | 120,981 | 120,963 | ||
Stock-based compensation, shares | 500 | ||||
Net loss | (1,979,676) | (1,979,676) | |||
Common stock issued for cash (1) | (20,000) | (20,000) | |||
Common stock issued for cash, shares | |||||
Ending balance at Sep. 30, 2023 | $ 150 | $ 61,556 | $ 47,265,212 | $ (54,040,157) | $ (6,713,239) |
Ending balance, shares at Sep. 30, 2023 | 149,892 | 269,124 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) | 12 Months Ended | ||||
Sep. 20, 2023 | Sep. 14, 2023 | Mar. 07, 2022 | Jul. 01, 2021 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||||
Reverse stock splits | 1-for-600 | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (2,628,029) | $ (5,862,251) | $ (9,713,467) | $ (6,475,154) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative liability | 57,883 | 57,883 | 614,658 | |
(Gain) loss on settlement of debt | (5,057,970) | (186,156) | ||
Stock-based compensation expense | 641,552 | 829,921 | 1,044,680 | 968,470 |
Loss on impairment of intangible asset | 75,000 | |||
Depreciation and amortization | 511,485 | 816,944 | 987,991 | 1,140,362 |
Amortization of debt discount | 1,239,686 | 1,878,976 | 2,321,011 | 2,906,645 |
Bad debt | 345,775 | 36,456 | ||
Right of use asset amortization | (99,634) | 26,214 | ||
Lease liability amortization | (96,204) | 42,339 | ||
Changes in assets and liabilities: | ||||
Accounts receivable, net | (3,645) | (328,466) | (10,409) | 78,478 |
Prepaid expenses and other current assets | (556,786) | 25,172 | (20,402) | (70,802) |
Accounts payable and accrued liabilities | 1,877,179 | 675,723 | 916,254 | (291,922) |
Deferred revenue | (542,900) | 1,043,786 | 884,555 | 90,433 |
Accrued interest expense | 5,136,419 | 203,512 | ||
Accrued Dividend | (14,233) | |||
Interest payable | 2,193,853 | 284,206 | ||
Deposit | (14,233) | |||
Net Cash used in Operating Activities | 520,787 | (284,919) | (1,252,650) | (855,540) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Advance payment for acquisition | (100,000) | (250,000) | (250,000) | |
Purchase of property and equipment | (185,523) | (298,839) | (311,128) | (138,331) |
Net Cash used in Investing Activities | (285,523) | (548,839) | (561,128) | (138,331) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of convertible notes payable | 1,067,631 | 1,257,800 | 2,027,570 | 1,482,000 |
Repayment of convertible notes payable | (294,868) | (895,783) | (771,718) | (45,000) |
Proceeds from issuance of common stock | 829,000 | 931,000 | 846,801 | |
Proceeds from issuance of Series B Preferred Stock | 75,000 | 75,000 | 525,000 | |
Redemption of Series B Preferred Stock | (487,730) | (487,730) | (63,999) | |
Finance lease payments | (10,341) | (57,325) | (78,268) | (90,565) |
Proceeds from issuance of notes payable | 2,516,912 | 3,458,247 | 4,377,226 | |
Repayment of notes payable | (1,252,955) | (3,430,411) | (4,408,240) | (4,577,578) |
Proceeds from related parties | 318,447 | 224,778 | 299,280 | 366,943 |
Repayment to related parties | (60,000) | (174,431) | (434,584) | (680,807) |
Net Cash provided by Financing Activities | (232,086) | (142,190) | 610,557 | 2,140,021 |
Net change in cash | 3,178 | (975,948) | (1,203,221) | 1,146,150 |
Cash, beginning of period | 1,712 | 1,204,933 | 1,204,933 | 58,783 |
Cash, end of period | 4,890 | 228,985 | 1,712 | 1,204,933 |
Supplemental cash flow information | ||||
Cash paid for interest | 701,427 | 454,366 | 5,979,456 | 152,643 |
Cash paid for taxes | ||||
Non-cash Investing and Financing transactions: | ||||
Common stock issued for acquisition of subsidiary | 2,000,000 | 2,476,188 | 2,476,188 | |
Common stock issued for exercised cashless warrant | 7 | 7 | 1 | |
Settlement of series B preferred stock through issuance of common stock | 827,106 | |||
Settlement of convertible notes payable through issuance of common stock | 653,796 | 1,842,853 | ||
Settlement of convertible notes payable through issuance of preferred common stock | 357,592 | 131,087 | 65,600 | |
Common stock issued in conjunction with convertible note | 140,936 | 140,937 | 133,663 | |
Warrant issued in conjunction with debts | 1,682,499 | 47,628 | 47,628 | 1,024,780 |
Dividend Series B preferred stock | 104,631 | 40,149 | ||
Resolution of derivative liability upon exercise of warrant | 57,883 | 57,883 | 139,067 | |
Resolution of derivative liability upon conversion of debt | 531,700 | |||
Derivative liability recognized as debt discount | 390,000 | |||
Note payable issued for settlement of License fee payable | 1,004,880 | |||
Cumulative-effect adjustment from adoption of ASU 2020-06 | $ 77,642 | 77,643 | ||
Right of use asset amortization | $ 99,634 | $ (26,214) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Data443 Risk Mitigation, Inc. (“we,” “us,” “our” or the “Company”) was incorporated as a Nevada May 4, 1998 We deliver solutions and capabilities that businesses can use in conjunction with their use of established cloud vendors such as Microsoft® Azure, Google® Cloud Platform (GCP) and Amazon® Web Services (AWS), as well as with on-premises databases and database applications with virtualization platforms, such as those hosted or configured using VMWare®, Citrix® and Oracle® clouds/products. Reverse Stock Split Our Board of Directors and stockholders approved a reverse stock split of the outstanding shares of our common stock, par value $ 0.001 one share of Common Stock for every 600 shares of Common Stock, which reverse stock split became effective on September 20, 2023 Advance Payment for Acquisition On January 19, 2022, we entered into an Asset Purchase Agreement with Centurion Holdings I, LLC (“Centurion”) to acquire the intellectual property rights and certain assets collectively known as Centurion SmartShield Home and SmartShield Enterprise, patented technology that protects and recovers devices in the event of ransomware attacks. The total purchase price of $ 3,400,000 consists of: (i) a $ 250,000 cash payment at closing; (ii) a $ 2,900,000 promissory note issued by us in favor of Centurion (“Centurion Note”); and (iii) $ 250,000 in the form of a contingent payment. The Centurion Note matures on January 19, 2027 but provides that our repayment obligation accelerates upon the occurrence of certain events. In April 2022, we and Centurion agreed that we would issue shares of Common Stock to Centurion in an amount then-equivalent to $ 2,400,000 , as partial repayment of amount due under the Centurion Note. We issued Centurion 635 On May 11, 2023, we entered into an agreement to purchase certain assets (the “Purchase Agreement”) with the Appointed Receiver for the Assets of Cyren Ltd (the “Receiver”). Pursuant to the Purchase Agreement, the Receiver sold, transferred, assigned, conveyed and delivered to us, and we purchased from Receiver, all right, title, and interest in and to certain assets in the Purchase Agreement (the “Assets”). In exchange for the Assets, we will pay (i) $ 500,000 2,000,000 1,000,000 165,290 100,000 . Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited condensed 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, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto and other pertinent information contained in our Form 10-K as filed with the SEC on February 24, 2023 and amended on August 24, 2023. The results of operations for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023. Basis of Consolidation The accompanying unaudited consolidated financial statements as of September 30, 2023 include our accounts and those of our wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting in accordance with US GAAP. All inter company balances and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net loss or and financial position. Accounts Receivable Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for bad debt. For the three months ended September 30, 2023, and September 30, 2022, we recorded bad debt expense of $ 0 345,775 0 345,775 Stock-Based Compensation Employees Nonemployees We recorded approximately $ 120,981 31,231 We recorded approximately $ 641,552 (14,280) Contingencies We account for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies Basic and Diluted Net Loss Per Share of Common Stock Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock plus the effect of dilutive potential Common Shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the three and nine months ended September 30, 2023 and 2022, 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: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2023 2022 Three Months Ended September 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 5,034 1 Warrants 753,976 264 Total 150,651,010 149,892,265 2023 2022 Nine Months Ended September 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 9,765 1 Warrants 754,240 264 Total 150,656,005 149,892,265 Recently Adopted Accounting Guidance 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” (“Standard”). The Standard reduced the number of accounting models available for convertible debt instruments and convertible preferred stock. Pursuant to the Standard, convertible debt 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 Standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Due to adoption of this Standard on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $ 439,857 To compute the transition adjustment for a convertible instrument under both the modified retrospective and full retrospective methods, entities need to recompute the basis of that instrument at transition (i.e., the beginning of year of adoption for the modified retrospective method or the beginning of earliest year presented for the full retrospective method) as if the conversion option had not been separated. We use the modified retrospective method to adjust. Recently Issued Accounting Pronouncements We have 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. | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2022 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. All intercompany accounts and activities have been eliminated upon consolidation. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position. Revenue Recognition The Company derives revenue primarily from contracts for subscription to access our SaaS platforms and, to a much lesser degree, ancillary services provided in connection with subscription services. The Company’s contracts include the performance obligations that require us to provide access to the platforms, usually on an annual subscription. The Company’s contracts are for subscriptions to our data classification, movement, governance, encryption, access control and distribution software and related services. We also perform professional services consulting with specific deliverables managed primarily by statements of work. Customers typically enter into our services subscription and various statements of work concurrently. Most of the Company’s performance obligations are not considered to be distinct from the subscriptions to our software or hosting platforms and related services and are combined into a single performance obligation. New statements of work and modifications of contracts are reviewed each reporting period and to assess the nature and characteristics of the new or modified performance obligations on a contract by contract basis. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or over the time of the service term until it expires. Subscription software that is sold on-premises is recognized at the point of time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement. Our SaaS offerings allow customers to use hosted software, and our revenue is recognized ratably over the associated contract time period. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 2022 and 2021 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. Convertible Financial Instruments The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” Prior to the adoption of ASU 2020-06 on January 1, 2022, we separated the convertible notes into liability and equity components. The carrying amounts of the liability component of the convertible notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the convertible notes. This difference represents the debt discount that is amortized to interest expense over the terms of the convertible notes using the effective interest rate method. Following the adoption of ASU 2020-06 on January 1, 2022, which we elected to adopt using a modified retrospective approach, we no longer separate the convertible notes into liability and equity components. Now convertible notes are recorded and disclosed as convertible notes payable, net of unamortized discount. Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 879,671 968,470 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2022 and 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. Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three seven years Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the year ended December 31, 2022 and 2021, 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. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2022 2021 Years Ended December 31, 2022 2021 (Shares) (Shares) Series A Preferred Stock 249,820 250,000 Stock options 1,445 4 Warrants 267 245 Convertible notes - - Preferred B stock - 7 Total 251,532 250,256 Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one Recently Adopted Accounting Guidance 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. Due to adoption of this accounting policy on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $ 77,643 Recently Issued Accounting Pronouncements 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
LIQUIDITY AND GOING CONCERN | NOTE 2: LIQUIDITY AND GOING CONCERN The accompanying financial statements have been prepared assuming that we will continue as a going concern. As reflected in the financial statements, we have incurred significant current period losses of $ 2,628,029 for the nine months ended September 30, 2023 and we have negative working capital of $ 10,669,338 and an accumulated deficit $ 54,040,157 as of September 30, 2023. We have relied upon loans and issuances of our equity to fund our operations. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. Management’s plans regarding these matters, include raising additional debt or equity financing, the terms of which might not be acceptable. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 3: LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. As reflected in the financial statements, we have incurred significant current period losses and negative cash flows from operating activities, and we have negative working capital and an accumulated deficit. We have relied upon loans and issuances of our equity to fund our operations. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. Management’s plans regarding these matters, include raising additional debt or equity financing, the terms of which might not be acceptable. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT The following table summarizes the components of our property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT September 30, December 31, 2023 2022 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,053,193 867,670 Property and equipment, gross 1,059,296 873,773 Accumulated depreciation (584,230 ) (446,742 ) Property and equipment, net of accumulated depreciation $ 475,066 $ 427,031 Depreciation expense for the three months ended September 30, 2023 and 2022, was $ 46,272.00 45,958.00 Depreciation expense for the nine months ended September 30, 2023 and 2022, was $ 137,488 126,128 During the nine months ended September 30, 2023 and 2022, we purchased property and equipment of $ 185,523 298,839 | NOTE 4: PROPERTY AND EQUIPMENT The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT December 31, December 31, 2022 2021 Furniture and Fixtures $ 6,103 $ 2,991 Computer Equipment 867,670 559,654 Property and equipment, gross 873,773 562,645 Accumulated depreciation (446,742 ) (274,239 ) Property and equipment, net of accumulated depreciation $ 427,031 $ 288,406 Depreciation expense for the years ended December 31, 2022 and 2021, was $ 172,503 174,274 During the years ended December 31, 2022 and 2021, the Company acquired property and equipment of $ 311,128 138,331 |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTELLECTUAL PROPERTY | NOTE 4: INTELLECTUAL PROPERTY The following table summarizes the components of our intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY September 30, December 31, Intellectual property: WordPress® GDPR rights $ 46,800 $ 46,800 ARALOC® 1,850,000 1,850,000 ArcMail® 1,445,000 1,445,000 DataExpress® 1,388,051 1,388,051 FileFacets® 135,000 135,000 IntellyWP™ 60,000 60,000 Resilient Network Systems 305,000 305,000 Intellectual property 5,229,851 5,229,851 Accumulated amortization (5,149,517 ) (4,775,520 ) Intellectual property, net of accumulated amortization $ 80,334 $ 454,331 We recognized amortization expense of $124,663 230,272 We recognized amortization expense of $ 373,998 690,816 Based on the carrying value of definite-lived intangible assets as of September 30, 2023, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Expense Year ended December 31, 2023 (excluding the nine months ended September 30, 2023) $ 37,584 2024 27,000 2025 15,750 Thereafter - Total $ 80,334 | NOTE 5: INTELLECTUAL PROPERTY On February 7, 2019, the Company entered into an Exclusive License and Management Agreement (the “ License Agreement ArcMail Under the License Agreement, the Company was granted the exclusive right and license to receive all benefits from the marketing, selling and licensing, of the ArcMail business products, including, without limitation, the good will of the business. The term of the License Agreement is twenty-seven ( 27 200,000 25,000 30,000 765,000 1,094,691 1,404,000 1,094,691 309,309 On August 13, 2020, the Company entered into an Asset Purchase Agreement to acquire certain assets collectively known as FileFacets ™ 135,000 On September 21, 2020, the Company entered into an Asset Purchase Agreement with the owners of a business known as IntellyWP™, to acquire the intellectual property rights and certain assets collectively known as IntellyWP™, an Italy-based developer that produces WordPress plug-ins that enhance the overall user experience for webmaster and end users. The total purchase price of $ 135,000 55,000 40,000 40,000 25,000 On October 8, 2020, the Company entered into an Asset Purchase Agreement with Resilient Network Systems, Inc. (“ RNS 305,000 consists of: (i) a $ 125,000 cash payment at closing; and, (ii) the issuance of 31,915 shares of our common stock to RNS. The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY December 31, December 31, 2022 2021 Intellectual property: WordPress® 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™ 60,000 135,000 Resilient Network Systems 305,000 305,000 Intellectual property 5,229,851 5,304,851 Accumulated amortization (4,775,520 ) (3,960,032 ) Impairment - (75,000 ) Intellectual property, net of accumulated amortization $ 454,331 $ 1,269,819 The Company recognized amortization expense of approximately $ 815,488 966,088 During the year ended December 31, 2021 the Company determined that IntellyWP TM TM TM 75,000 75,000 Based on the carrying value of definite-lived intangible assets as of December 31, 2022, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2023 411,581 2024 27,000 Thereafter 15,750 Total 454,331 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of our accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, December 31, 2023 2022 Accounts payable $ 1,415,034 $ 427,553 Credit cards 83,662 50,302 Accrued dividend - preferred stock Accrued liabilities 1,410,414 554,076 Accounts payable and accrued liabilities $ 2,909,110 $ 1,031,931 | NOTE 6: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, 2022 2021 Accounts payable $ 427,553 $ 75,628 Credit cards 50,302 28,492 Accrued dividend - preferred stock - 6,849 Accrued liabilities 554,076 4,704 Balance, end of year $ 1,031,931 $ 115,673 |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
DEFERRED REVENUE | NOTE 6: DEFERRED REVENUE For the nine months ended September 30, 2023 and as of December 31, 2022, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE September 30, December 31, 2023 2022 Balance, beginning of period $ 2,493,151 $ 1,608,596 Deferral of revenue 1,424,478 3,511,678 Recognition of deferred revenue (1,967,378 ) (2,627,123 ) Balance, end of period $ 1,950,251 $ 2,493,151 As of September 30, 2023 and December 31, 2022, deferred revenue is classified as follows: SUMMARY OF DEFERRED REVENUE September 30, December 31, 2023 2022 Current $ 1,619,711 $ 1,704,249 Non-current 330,540 788,902 Deferred revenue $ 1,950,251 $ 2,493,151 | NOTE 7: DEFERRED REVENUE For the years ended December 31, 2022 and 2021, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE December 31, December 31, 2022 2021 Balance, beginning of year $ 1,608,596 $ 1,518,163 Deferral of revenue 3,511,678 2,581,801 Recognition of deferred revenue (2,627,123 ) (2,491,368 ) Balance, end of year $ 2,493,151 $ 1,608,596 As of December 31, 2022 and 2021, is classified as follows: SUMMARY OF DEFERRED REVENUE December 31, December 31, 2022 2021 Current $ 1,704,249 $ 1,035,185 Non-current 788,902 573,411 Balance, end of year $ 2,493,151 $ 1,608,596 |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
LEASES | NOTE 7: LEASES Operating lease We have two noncancelable operating leases for office facilities, one that we entered into January 2019 and that expires January 10, 2024 We recognized total lease expense of approximately $ 55,389 54,474 We recognized total lease expense of approximately $ 202,383 137,813 33,467 At September 30, 2023, future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2023 (excluding the nine months ended September 30, 2023) 121,190 2024 121,406 2024 Thereafter - Thereafter Total lease payment 242,596 Less: Imputed interest (7,297 ) Operating lease liabilities 235,299 Operating lease liability – current 235,299 Operating lease liability - non-current $ - The following summarizes other supplemental information about our operating leases as of September 30, 2023: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) .58 Financing leases We do not have any financing leases as of September 30, 2023 and $ 10,341 | NOTE 8: LEASES Operating lease We have two noncancelable operating leases for office facilities, one that we entered into January 2019 and that expires January 10, 2024 and another that we entered into in April 2022 and that expires April 30, 2024. Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our estimated incremental borrowing rate generally applicable to the location of the lease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, if applicable. When lease terms include an option to extend the lease, we have not assumed the options will be exercised. Lease expense for operating leases generally consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include agreed-upon changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognized total lease expense of approximately $ 240,492 97,385 10,000 Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2023 484,759 2024 121,405 Thereafter - Total lease payment 606,164 Less: Imputed interest (37,702 ) Operating lease liabilities 568,462 Operating lease liability - current 213,831 Operating lease liability - non-current $ 354,631 The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2022: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) 1.17 Finance lease The Company leases computer and hardware under non-cancellable capital lease arrangements. The term of those capital leases is 3 12 10,341 72,768 0 10,341 33,467 7,047 15,967 At December 31, 2022, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2023 10,341 Thereafter - Total finance lease payment 10,341 Less: Imputed interest (5,300 ) Finance lease liabilities 5,041 Finance lease liability 10,341 Finance lease liability - non-current $ - As of December 31, 2022 and 2021, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS December 31, December 31, 2022 2021 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (258,506 ) (192,928 ) Finance lease assets, net of accumulated depreciation $ 8,778 $ 74,356 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 8: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, 2023 2022 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 508,440 600,400 Convertible Notes - Issued in fiscal year 2022 1,712,194 3,710,440 Convertible Notes - Issued in fiscal year 2023 2,211,083 - Convertible notes payable, Gross 4,529,663 4,408,786 Less debt discount and debt issuance cost (1,289,241 ) (176,685 ) Convertible notes payable 3,240,422 4,232,101 Less current portion of convertible notes payable 3,142,476 4,134,155 Long-term convertible notes payable $ 97,946 $ 97,946 During the nine months ended September 30, 2023 and September 30, 2022, we recognized interest expense of $ 431,806 433,940 544,675 651,383 During the three months ended September 30, 2023 and September 30, 2022, we recognized interest expense of $ 145,164 59,002 398,838 15,373 Conversion During the nine months ended September 30, 2023, we converted notes with principal amounts and accrued interest of $ 357,592 21,428 Convertible notes payable consists of the following: Promissory Notes - Issued in fiscal year 2020 In 2020, we issued convertible promissory notes with principal amounts totaling $ 100,000 ● Terms 60 ● Annual interest rates of 5 ● Conversion price fixed at $ 0.01 Promissory Notes - Issued in fiscal year 2021 In 2021, we issued convertible promissory notes with principal amounts totaling $ 1,696,999 1,482,000 214,999 ● Terms ranging from 90 12 ● Annual interest rates of 5 12 ● Convertible at the option of the holders after varying dates. ● Conversion price based on a formula corresponding to a discount (39% discount) off the average closing price or lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received. ● The Mast Hill Fund, LLC convertible promissory note matured on October 19, 2022. The default annual interest rate of 16 508,440 60,286 The 2021 Convertible Notes also were associated with the following: ● The issuance of 2 133,663 ● The issuance of 197 4,464 21,600 5 years During the nine months ended September 30, 2023, in connection with the 2021 Convertible Notes, we repaid principal in the amount of $ 38,490 39,822 Promissory Notes - Issued in fiscal year 2022 During the year ended December 31, 2022, we issued convertible promissory notes with principal amounts totaling $ 2,120,575 1,857,800 262,775 ● Terms ranging from 3 12 ● Annual interest rates of 9 20 ● Convertible at the option of the holders after varying dates ● Conversion price based on a formula corresponding to a discount (20% or 39% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2022 Convertible Notes establishes a fixed conversion price of $2,700 per share. ● 924 473,691 ● On June 30, 2023, we entered into a Note Exchange Agreement (the “Note Exchange Agreement”) with Westland Properties LLC (the “Noteholder”), pursuant to which we agreed with Westland Properties LLC to exchange one outstanding note with a total outstanding balance of $ 5,398,299 665,000 The New Note matures on June 1, 2024, and calls for payments of (i) $115,000 on or prior to July 25, 2023, (ii) nine monthly payments to the noteholder in the amount of $38,889 each, with the first payment beginning September 1, 2023 and (iii) $200,000 on the earlier of (a) three business days following our successful listing on any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange or (b) the receipt of not less than $4,000,000 in funding from a single transaction. If the conditions for payment of the above $200,000 are not met, but we raise capital in excess of $500,000 in a single closing, then 25% of any capital raised in such closing shall be used to satisfy the $200,000 payment 4,904,081 In connection with the adoption of ASU 2020-06 on January 1, 2022, we reclassified $ 517,500 439,857 Promissory Notes - Issued in fiscal year 2023 During the nine months ended September 30, 2023, we issued convertible promissory notes with principal amounts totaling $ 2,211,083 2,015,000 462,112 ● Terms ranging from 9 12 ● Annual interest rates of 9 20 ● Convertible at the option of the holders after varying dates ● Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2023 Convertible Notes establishes a fixed conversion price of $.50 per share and two of the 2023 Convertible Notes have a fixed conversion price of $.005 per share ● As of the nine months ended September 30, 2023, there were no | NOTE 9: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, December 31, 2022 2021 Convertible Notes - Issued in fiscal year 2020 97,946 100,000 Convertible Notes - Issued in fiscal year 2021 600,400 1,607,857 Convertible Notes - Issued in fiscal year 2022 3,710,440 - Convertible notes payable, Gross 4,408,786 1,707,857 Less debt discount and debt issuance cost (176,685 ) (691,569 ) Convertible notes payable 4,232,101 1,016,288 Less current portion of convertible notes payable 4,134,155 993,931 Long-term convertible notes payable $ 97,946 $ 22,357 During the years ended December 31, 2022 and 2021, the Company recognized interest expense on convertible notes payable of $ 3,795,591 and $ 131,623 , and amortization of debt discount, included in interest expense of $ 911,020 478,582 , respectively. Replacement of note During the year ended December 31, 2020, the Company assigned a portion of note with outstanding principal amounts of $ 150,000 135,000 81,000 135,000 54,000 Effective September 30, 2020, the Company exchanged (i) its convertible promissory note originally issued on March 20, 2020 in the amount of $ 125,000 16 325,000 a. Principal balance of $ 325,000 b. No further interest shall accrue so long as there is no event of default; c. Conversions into common stock under the Exchange Note shall be effected at the lowest closing stock price during the five (5) days preceding any conversion, with -0- discount and a conversion price not below $ 112 d. No prepayment premiums or penalties; and e. Maturity date of September 30, 2021 Effective November 17, 2020, the Company entered into a Settlement and Release Agreement (the “Settlement Agreement”) with an existing lender to, among things, settle all dispute regarding a convertible promissory note, and exchanged that note for a newly issued note. The disputed note, referred to herein as the “Smea2z Note”, was originally issued on October 23, 2018 in favor of Smea2z LLC in the original principal amount of Two Hundred Twenty Thousand Dollars ($ 220,000 608,850 400,000 a. No further interest shall accrue so long as there is no event of default; b. Maturity date remains the same: 30 June 2021; c. No right to prepay; d. Conversion price is fixed at $ 56 e. Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than $ 56 f. Leak out provision: 1. One conversion per week, for no more than forty million shares; 2. If the trading volume for the Company’s common stock exceeds fifty million shares on any day, a second conversion may be exercised during that week, again for no more than forty million shares (a total of eighty million shares for that week). Notes were fully converted in February 2021 Effective November 18, 2020, the Company entered into an agreement with three existing investors in the Company (the “Warrant Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Exchanged Warrants”) held by the Warrant Holders totaled 39 100,000 160 Conversion During the year ended December 31, 2022, the Company converted notes with principal amounts and accrued interest of $ 653,796 998,899 During the year ended December 31, 2021, the Company converted notes with principal amounts and accrued interest of $ 1,450,150 into 41 shares of common stock. The corresponding derivative liability at the date of conversion of $ 392,703 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 ● Terms ranging from 5 60 ● 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 $16 to $112. 15,000 18 160 As of December 31, 2021, $ 100,000 Promissory Notes - Issued in fiscal year 2021 During the year ended December 31, 2021, the Company issued convertible notes of $ 1,696,999 1,482,000 214,999 ● Terms ranging from 90 12 ● Annual interest rates of 5 12 ● Convertible at the option of the holders after varying dates. ● Conversion prices are typically based on the discounted (39% discount) average closing prices or lowest trading prices of the Company’s shares during 20 periods prior to conversion. ● 2 shares of common stock valued at $ 133,663 issued in conjunction with convertible notes. ● 197 warrants to purchase shares of common stock with an exercise price a range from $ 4,464 to 21,600 granted in conjunction with convertible notes. The term of warrant is 5 years from issue date. (Note 12) ● The convertible note on October 19, 2021 by the Company in favor of Mast Hill Fund matured on October 19, 2022 16% 125% 91,311 16% ● The convertible note on December 21, 2021 by the Company in favor of Westland Properties, LLC matured on December 21, 2022 24% 125% The Company broke certain covenants of the convertible note related to the failure of the Company uplist 60 days from the note issuance date that triggered a 10% penalty of the outstanding principal and additional 5% of the outstanding principal every 10 calendar days until the uplist is completed or the note is paid off. 1,974,914 24% As of December 31, 2021, $ 1,607,857 Convertible note with outstanding balance $ 361,869 16 Convertible note with outstanding balance $ 238,532 24 Promissory Notes - Issued in fiscal year 2022 During the year ended December 31 , 2022, we issued convertible promissory notes with principal amounts totaling $ 2,120,575 1,857,800 262,775 ● Terms ranging from 3 12 ● Annual interest rates of 9 20 ● Convertible at the option of the holders after varying dates ● Conversion price based on a formula corresponding to a discount (20% or 39% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2022 Convertible Notes establishes a fixed conversion price of $4.50 per share. ● 924 shares of common stock valued at $ 473,691 issued in conjunction with convertible notes. In connection with the adoption of ASU 2020-06 on January 1, 2022, we reclassified $ 517,500 439,857 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITIES | NOTE 9: DERIVATIVE LIABILITIES We analyzed the conversion option of convertible notes 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. We 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 September 30, 2023. 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. As of the nine months ended September 30, 2023, there were no For the nine months ended September 30, 2023 there was no derivative outstanding, and no loss recorded. For the nine months ended September 30, 2022, the change in fair value of the derivative liability was $ 57,883 57,883 The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended December 31, 2022 amounted to $ 57,883 The inputs used to calculate the derivative values are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Nine months ended Year ended September 30, December 31, 2023 2022 Expected term - - * Expected average volatility - % 280 % Expected dividend yield - - Risk-free interest rate - % 3.65 % * There is no excepted term on the convertible notes. | NOTE 10: DERIVATIVE LIABILITIES We 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. We determined our derivative liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities, and used the Binomial pricing model to calculate the fair value as of December 31, 2022. As of the year ended December 31, 2022, there were no For the year ended December 31, 2022 and year ended December 31, 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended December 31, 2022 amounted to $ 57,883 For the year ended December 31, 2022 and year ended December 31, 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year ended Year ended December 31, December 31, 2022 2021 Expected term - * 0.48 5.00 Expected average volatility 280 % 160 302 % Expected dividend yield - - Risk-free interest rate 3.65 % 0.04 1.24 % * There is no excepted term on the convertible notes. The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2020 $ - Addition of new derivatives recognized as debt discounts 390,000 Addition of new derivatives recognized as day-one loss 559,939 Derivative liabilities settled upon conversion of convertible note (1,004,658 ) Change in derivative liabilities recognized as loss on derivative 54,719 Derivative liability as of December 31, 2021 $ - Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as day-one loss 57,883 Derivative liabilities settled upon conversion of convertible note (57,883 ) Change in derivative liabilities recognized as loss on derivative - Derivative liability as of December 31, 2022 $ - The aggregate loss on derivatives during the years ended December 31, 2022 and 2021 was $ 57,883 614,658 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable | ||
NOTES PAYABLE | NOTE 10: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE September, December 31, Interest 2023 2022 Maturity Rate Economic Injury Disaster Loan - originated in May 2020 (1, 2) $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 - 20,182 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 3,303 16,047 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 4,683 22,243 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 (3) 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (4) 866,666 866,666 1 12 % Promissory note - originated in July 2021 (4) 352,500 352,500 1 12 % Promissory note - originated in September 2021 34,735 43,667 $ 1,383.56 60 28 % Promissory note - originated in April 2022 60,418 73,204 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 61,392 239,858 $ 7,250 168 25 % Promissory note – originated in June 2022 - 149,011 $ 20,995 30 49 % Promissory note - originated in July 2022 45,575 54,557 $ 1,485.38 60 18 % Promissory note - originated in July 2022 70,393 94,878 $ 3,546.87 36 10 % Promissory note - originated in August 2022 21,753 26,538 $ 589.92 60 8 % Promissory note - originated in October 2022 1,111,032 635,745 $ 1,749.00 30 66 % Promissory note - originated in January 2023 4,660 - $ 237.03 36 25 % Promissory note - originated in March 2023 50,543 - $ 1,521.73 60 18 % Promissory note - originated in March 2023 12,189 - $ 559.25 36 17 % Promissory note - originated in April 2023 21,115 - $ 3,999.00 12 12 % Promissory note - originated in April 2023 25,709 - $ 3,918.03 12 6 % Promissory note - originated in May 2023 250,000 - 3 29 % Promissory note - originated in August 2023 17,406 - 36 14 % 4,819,445 4,400,469 Less debt discount and debt issuance cost (1,354,031 ) (377,111 ) 3,465,414 4,023,358 Less current portion of promissory notes payable 2,100,549 918,785 Long-term promissory notes payable $ 1,364,865 $ 3,104,573 During the nine months ended September 30, 2023 and 2022, we recognized interest expense of $ 313,069 172,371 695,011 927,505 During the three months ended September 30, 2023 and 2022, we recognized interest expense of $ 76,962 58,678 215,065 301,884 During the nine months ended September 30, 2023 and the year ended December 31, 2022, we issued promissory notes for a total of $ 1,617,868 4,840,215 1,671,868 1,381,970 1,252,955 4,408,240 During the three months ended September 30, 2023 and 2022, we issued promissory notes for a total of $ 18,096 431,112 18,096 20,965 205,737 1,472,919 | NOTE 11: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE December 31, December 31, Interest 2022 2021 Maturity Rate Economic Injury Disaster Loan - originated in May 2020 (1, 2) $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 20,182 50,456 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 16,047 33,039 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 22,243 48,583 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 (3) 1,305,373 1,328,848 5 4.0 % Promissory note - originated in April 2021 (4) 866,666 832,000 1 12 % Promissory note - originated in July 2021 (4) 352,500 282,000 1 12 % Promissory note - originated in September 2021 43,667 55,576 $ 1,383.56 60 28 % Promissory note - originated in December 2021 - 406,300 $ 20,050 28 49 % Promissory note - originated in December 2021 - 241,716 $ 10,071.45 28 4.94 % Promissory note - originated in December 2021 - 189,975 $ 2,793.75 80 7 % Promissory note - originated in April 2022 73,204 - $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 239,858 - $ 7,250 168 25 % Promissory note – originated in June 2022 149,011 - $ 20,995 30 49 % Promissory note - originated in July 2022 54,557 - $ 1,485.38 60 18 % Promissory note - originated in July 2022 94,878 - $ 3,546.87 36 10 % Promissory note - originated in August 2022 26,538 - $ 589.92 60 8 % Promissory note - originated in October 2022 635,745 - $ 1,749.00 30 66 % 4,400,469 3,968,493 Less debt discount and debt issuance cost (377,111 ) (476,727 ) 4,023,358 3,491,766 Less current portion of promissory notes payable 918,785 1,720,777 Long-term promissory notes payable $ 3,104,573 $ 1,770,989 (1) We received an advance under the Economic Injury Disaster Loan (EIDL) program. (2) We received a second advance under the EIDL program in fiscal year 2021. (3) On February 12, 2021, we issued notes payable of $ 1,404,000 1,094,691 186,156 (4) Note payable with outstanding balance of $ 866,666 April 22, 2022 352,500 July 27, 2022 16 125% 173,333 70,500 During the years ended December 31, 2022 and 2021, the Company recognized interest expense on notes payable of $ 505,198 and $ 260,155 , and amortization of debt discount, included in interest expense of $ 2,537,167 and $ 2,082,875 respectively. During the years ended December 31, 2022 and 2021, the Company issued a total of $ 4,840,215 6,094,051 1,381,970 1,716,825 4,408,240 4,577,578 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES DMB Note Collection Action On June 17, 2021, DMB Group, LLC (“ DMB Subsidiary Employment Related Claims We view most legal proceedings involving claims of former employees as routine litigation incidental to the business, and therefore not material. Litigation In the ordinary course of business, we are involved in a number of lawsuits incidental to our business, including litigation related to intellectual property, employees, and commercial matters. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on our consolidated financial condition or results of operations. However, an unforeseen unfavorable development in any of these cases could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows in the period in which it is recorded. |
CAPITAL STOCK AND REVERSE STOCK
CAPITAL STOCK AND REVERSE STOCK SPLIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
CAPITAL STOCK AND REVERSE STOCK SPLIT | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT On September 14, 2023, we filed an amendment to its Articles of Incorporation to effect a 1-for-600 0.001 Preferred Stock As of September 30, 2023, we are authorized to issue 230,000 0.001 150,000 80,000 10 Series A Preferred Stock As of September 30, 2023, we are authorized to issue 150,000 0.001 1.6 entitled to vote 15,000 shares of Common Stock on all matters submitted to a vote by holders of Common Stock As of September 30, 2023 and December 31, 2022, 149,892 Series B Preferred Stock As of September 30, 2023, we are authorized to issue 80,000 10.00 As of September 30, 2023 and December 31, 2022, 0 0 Common Stock As of September 30, 2023, we are authorized to issue 500,000,000 0.001 During the nine months ended September 30, 2023, we issued Common Stock as follows: ● 21,428 ● 77,010 ● 536 ● 165,290 As of September 30, 2023 and December 31, 2022, 269,124 4,360 Warrants A summary of activity during the nine months ended September 30, 2023 follows: SCHEDULE OF WARRANT ACTIVITY Warrants Outstanding Weighted Average Number Exercise Price Outstanding, December 31, 2022 267 $ 13,242.00 Granted 753,973 .60 Exercised - - Forfeited/canceled - - Outstanding, September 30, 2023 754,240 $ 8.03 During the nine months ended September 30, 2023, 0 0 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Contractual life Weighted Average 10 2.20 $ 96,000.00 12 2.56 $ 72,000.00 26 2.82 $ 21,600.00 5 3.00 $ 21,600.00 55 3.05 $ 5,929.10 124 3.23 $ 4,464.00 32 3.61 $ 3,600.00 3 3.61 $ 3,600.00 270,833 .75 $ 0.60 250,000 .75 $ 0.60 191,473 .19 $ 0.60 41,667 .76 $ 0.60 754,240 .59 $ 5.09 | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On March 5, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 250,000,000 On April 15, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 750,000,000 On August 17, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,500,000,000 On November 25, 2020 the Company filed a Certificate of Designation to authorize and create its Series B Preferred shares, consisting of 80,000 0.001 On December 15, 2020 the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,800,000,000 On July 1, 2021, we effected a 1-for-2,000 On March 7, 2022, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-8 0.001 On September 20, 2023, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-600 0.001 Preferred Stock Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) is convertible into Common stock at a price per share equal to sixty one percent (61%) of the lowest price for our Common stock during the twenty (20) days of trading preceding the date of the conversion; (iii) earns dividends at the rate of nine percent (9%) per annum; and, (iv) has no voting rights. During the year ended December 31, 2022, we issued 7,875 78,750 3,750 During the year ended December 31, 2022, we redeemed 37,625 487,730 During the year ended December 31, 2022 we recorded an accrued dividend of $ 104,631 22,439 As of December 31, 2022 and December 31, 2021, 0 29,750 Each share of Series A is the equivalent of 25 shares of Common Stock. Our Chief Executive Officer, Jason Remillard, holds 149,892 shares of our Series A Preferred Stock. Through his ownership of Series A Preferred Stock, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. During the year ended December 31, 2022, we issued 108,000 shares of Common Stock for conversion of Series A Preferred Stock. As of December 31, 2022 and December 31, 2021, 149,892 and 150,000 shares of Series A Preferred Stock were issued and outstanding, respectively. Common Stock As of December 31, 2022, the Company is authorized to issue 125,000,000 shares of common stock with a par value of $ 0.001 . All shares have equal voting rights, are non-assessable, and have one vote per share. The total number of shares of Company common stock issued and outstanding as of December 31, 2022 and 2021, respectively, was 4,360 and 203 shares, respectively. During the year ended December 31, 2022, the Company issued common stock as follows: ● 1,665 shares issued for conversion of debt; ● 11 shares issued upon the cash-less exercise of warrants; ● 635 shares issued for consideration under an asset purchase agreement; ● 180 shares issued for conversion of Series A Preferred Stock; ● 83 shares issued for services; ● 30 shares issued as a loan fee in connection with the issuance of promissory notes; and ● 1,552 shares were subscribed for cash pursuant to private placement offering. During the year ended December 31, 2021, the Company issued common stock as follows: ● 41 shares issued for conversion of debt; ● 17 shares issued for cash of $ 1,000,000 , less financing cost of $ 10,000 , less an additional financing discount of $ 143,199 ; ● 2 shares issued for service; ● 2 shares issued upon the cash-less exercise of warrants; ● 30 shares issued for conversion of Series B preferred stock; ● 2 shares issued as a loan fee in connection with the issuance of promissory notes. Beginning on August 25, 2022 and concluding on November 4, 2022, the Company initiated a private placement transaction with certain “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. In connection with the Offering, we entered into a securities purchase agreement with each investor pursuant to which we offered and sold to the investors a total of 1,552 shares of our common stock, par value $ 0.001 at a purchase price of $ 600 per share, for aggregate gross proceeds of approximately $ 931,000 . The Common stock has not been registered under the Securities Act, and may not be offered or sold in the United States absent effective registration or an applicable exemption from registration requirements. For these shares, we are relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, promulgated thereunder and on similar exemptions under applicable state laws. Warrants The Company identified conversion features embedded within warrants issued during the year ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. During the year ended December 31, 2020, 21 warrants were granted, for a period of five years from issuance, at price of $ 4,800,000 per share. However, as of September 30, 2020, -0- of these original warrants, as reset, were completely cancelled and are all null and void in all respects as part of the consideration for the issuance of the Exchange Note. As a result of the reset features, the warrants increased by 38 for the year ended December 31, 2020, and the total warrants exercisable into 38 shares of common stock at a weighted average exercise price of $ 48,960 per share as of December 31, 2020. The reset feature of warrants was effective at the time that a separate convertible instrument with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative. During the year ended December 31, 2020, the Company entered into an agreement with three existing investors in the Company (the “Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Warrants”) held by the Holders totaled 2 100,000 On December 11, 2020, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds LP, a Delaware limited partnership (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to One Million Dollars ($ 1,000,000 ) of the Company’s common stock from time-to-time. The Company also granted to Triton warrants to purchase 10 shares of the Company’s Common Stock. The exercise price for the warrants is $ 96,000 per share, and may be exercised at any time, in whole or in part, prior to December 11, 2025. The Warrant Agreement provides for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to future corporate events. The Warrant Agreement also contains a limited cashless exercise feature, providing for the cashless exercise of 2 shares only upon the Company’s failure to secure the effectiveness of the Registration Statement, which is to include all shares under the Warrant Agreement. During the year ended December 31, 2021, the Company issued the following warrants: (i) to acquire 12 shares of the Company’s common stock pursuant at an exercise price of $ 72,000 with a cashless exercise option; (ii) to acquire 12 shares of the Company’s common stock at an exercise price of $ 72,000 exercisable only in the event of a default under that certain Senior Secured Promissory Note issued on 23 April 2021 in the original principal amount of $ 832,000 ; (iii) to acquire 26 shares of the Company’s common stock at an exercise price of $ 21,600 exercisable only in the event of a default under that certain Senior Secured Promissory Note issued on July 27, 2021 in the original principal amount of $ 282,000 ; (iv) to acquire 5 shares of the Company’s common stock at an exercise price of $ 21,600 exercisable only in the event of a default under that certain Convertible Promissory Note issued on September 28, 2021 in the original principal amount of $ 282,000 ; (v) to acquire 67 shares of the Company’s common stock at an exercise price of $ 21,600 exercisable only in the event of a default under that certain Convertible Promissory Note issued on October 19, 2021 in the original principal amount of $ 444,444 and, (vi) to acquire 124 shares of the Company’s common stock at an exercise price of $ 4,464 exercisable only in the event of a default under that certain Convertible Promissory Note issued on December 21, 2021 in the original principal amount of $ 555,555 . During the year ended December 31, 2022, the Company issued the following warrants: (i) to acquire 32 shares of the Company’s common stock pursuant at an exercise price of $ 3,600 with a cashless exercise option; and (ii) to acquire 3 shares of the Company’s common stock pursuant at an exercise price of $ 3,600 with a cashless exercise option. A summary of activity during the period ended December 31, 2022 follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Average Shares Exercise Price Outstanding, December 31, 2020 10 $ 12,000 Granted 236 13,308 Reset feature - - Exercised (4 ) 3,480 Forfeited/canceled - - Outstanding, December 31, 2021 245 $ 16,716 Granted 34 3,600 Reset feature - - Exercised (13 ) - Forfeited/canceled - - Outstanding, December 31, 2022 267 $ 13,242 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average 10 2.95 $ 96,000 - $ - 12 3.31 $ 72,000 - $ - 26 3.57 $ 21,600 - $ - 5 3.75 $ 21,600 - $ - 55 3.80 $ 5,928 - $ - 124 4.00 $ 4,464 - $ - 34 4.36 $ 3,600 - $ - |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | NOTE 13: STOCK-BASED COMPENSATION Stock Options During the nine months ended September 30, 2023, we granted options for the purchase of our Common Stock to certain employees as consideration for salary compensation and services rendered. The terms of the stock option grants are determined by our Board of Directors consistent with our 2019 Omnibus Stock Incentive Plan which the Board adopted May 16, 2019. Our stock options generally vest upon the one ten years The following summarizes the stock option activity for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Balance as of December 31, 2022 1,442 $ 1,002.00 Grants 8,322 25.23 Exercised - - Cancelled 1 40,400.00 Balance as of September 30, 2023 9,765 $ 173.61 The following summarizes certain information about stock options vested and expected to vest as of September 30, 2023: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Number of Weighted- Weighted- Average Outstanding 9,765 8.43 $ 1,459.50 Exercisable 990 9.31 $ 247.56 Expected to vest 1,637 8.43 $ 1,459.50 As of September 30, 2023 and December 31, 2022, there was $ 641,248 381,547 Restricted Stock Awards The following summarizes the restricted stock activity for the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2022 538 $ 282,659 Shares of restricted stock granted 11,750 270,000 Exercised 1,036 15,761 Cancelled - - Balance as of September 30, 2023 13,324 $ 237,659 SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards September 30, December 31, Vested 1,036 2 Non-vested 11,250 536 | |
STOCK-BASED COMPENSATION | NOTE 14: SHARE-BASED COMPENSATION STOCK-BASED COMPENSATION Stock Options During the years ended December 31, 2022 and 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 or two-year anniversary date of the grant ten years The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2020 1 $ 465,558 Grants 2 182,664 Exercised - - Cancelled - - Balance as of December 31, 2021 3 $ 465,558 Grants 1,442 804 Exercised - - Cancelled (2 ) 40,400 Balance as of December 31, 2022 1,443 $ 1,002 The weighted average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 1.34 299 1,341,002 414,902 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED 2022 2021 Expected term (years) 5 5.74 Expected stock price volatility 280.82 % 296.25 % Weighted-average risk-free interest rate 3.65 % 0.62 % Expected dividend $ 0.00 $ 0.00 Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates expected volatility giving primary consideration to the historical volatility of its common stock. The risk-free interest rate is based on the published yield available on U.S. Treasury issues with an equivalent term remaining equal to the expected life of the stock option. The expected lives of the stock options represent the estimated period of time until exercise or forfeiture and are based on the simplified method of using the mid-point between the vesting term and the original contractual term. The following summarizes certain information about stock options vested and expected to vest as of December 31, 2022: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted-Average Options (In Years) Exercise Price Outstanding 1,443 4.85 $ 924 Exercisable 1,150 4.83 $ 1,002 Expected to vest 1,443 4.85 $ 924 As of December 31, 2022 and 2021, there was $ 381,547 381,547 Restricted Stock Awards During the years ended December 31, 2022 and 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 ten years The following summarizes the restricted stock activity for the years ended December 31, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2020 1 449,334 Shares of restricted stock granted 1 247,998 Exercised - - Cancelled - - Balance as of December 31, 2021 2 383,532 Shares of restricted stock granted 536 135,000,000 Exercised - - Cancelled - - Balance as of December 31, 2022 538 135,383,400 SCHEDULE OF RESTRICTED STOCK AWARD December 31, December 31, Number of Restricted Stock Awards 2022 2021 Vested 2 2 Non-vested 536 - As of December 31, 2022 and 2021, there was $ 0 of total unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over the next year. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 14: RELATED PARTY TRANSACTIONS Jason Remillard is our president and Chief Executive Officer and the sole director. Through his ownership of Series A Preferred Stock, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. Greg McCraw is our Chief Financial Officer and owns shares of our Common Stock. During the nine months ended September 30, 2023, we borrowed $ 73,200 150,000 90,247 60,000 As of September 30, 2023 and December 31, 2022, we owed $ 370,509 112,062 | NOTE 16: RELATED PARTY TRANSACTIONS Jason Remillard is our Chief Executive Officer and sole director. Through his ownership of Series A Preferred Stock, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. In January 2018 the Company acquired substantially all of the assets of Myriad Software Productions, LLC, which is owned 100 % by Mr. Remillard. Those assets were comprised of the software program known as ClassiDocs, and all intellectual property associated therewith. This acquisition changed the Company’s status to no longer being a “shell” under applicable securities rules. In consideration for the acquisition, the Company agreed to a purchase price of $ 1,500,000 comprised of: (i) $ 50,000 paid at closing; (ii) $ 250,000 in the form of our promissory note; and (iii) $ 1,200,000 in shares of our common stock, valued as of the closing, which equated to 100 shares of our common stock. The shares were issued in the form of 144,000 shares of the Company’s Series A Preferred Stock as part of the consideration under the Share Settlement Agreement dated August 14, 2020. On September 16, 2019, the Company entered into an Asset Purchase Agreement with DMBGroup, LLC. Amounts owed to DMBGroup, LLC including the note payable of $ 940,000 97,689 124,985 281,638 1,240 9,992 0 405,382 During the year ended December 31, 2022, the Company borrowed $ 299,281 167,653 602,237 231,150 from our CEO, our CEO paid operating expenses of $ 135,793 on behalf of the Company and the Company repaid $ 399,169 to our CEO. As of December 31, 2022 and 2021, the Company had due to related party of $ 112,062 247,366 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS The Company does not have any events subsequent to September 30, 2023 through November 17, 2023, the date of the financial statements were issued for disclosure consideration. | NOTE 19: SUBSEQUENT EVENTS In accordance with ASC 855-10, “Subsequent Events”, we analyzed our operations subsequent to December 31, 2022 to February 24, 2023, the date when these consolidated financial statements were issued. The Company did not identify any material subsequent events requiring adjustments to or disclosure in its financial statements, other than those noted below. ● On January 4, 2023, GS Capital Partners LLC converted $ 15,000 of principal and $ 1,209 of accrued interest of the convertible note into 163 shares of our common stock. ● On January 9, 2023, Westland Properties, LLC converted $ 15,000 of principal of the convertible note into 139 shares of our common stock. ● On January 16, 2023, Root Ventures LLC converted $ 23,027 of principal of the convertible note into 233 shares of our common stock. ● On January 20, 2023, Fast Capital, LLC converted $ 20,000 of principal of the convertible note into 233 shares of our common stock. ● On January 24, 2023, the Company issued convertible note a total of $ 300,000 1 50,000 150 ● On February 1, 2023, Mast Hill Fund converted $ 13,023 14,949 275 ● On February 6, 2023, Westland Properties, LLC converted $ 15,000 198 ● On February 17, 2023, Mast Hill Fund converted $ 21,638 4,197 298 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS DESCRIPTION | NOTE 1: BUSINESS DESCRIPTION BUSINESS DESCRIPTION Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada corporation on May 4, 1998 We deliver solutions and capabilities that businesses can use in conjunction with their use of established cloud vendors such as Microsoft® Azure, Google® Cloud Platform (GCP) and Amazon® Web Services (AWS), as well as with on-premises databases and database applications with virtualization platforms, such as those hosted or configured using VMWare®, Citrix® and Oracle® clouds/products). Advance Payment for Acquisition On January 19, 2022, we entered into an Asset Purchase Agreement with Centurion Holdings I, LLC (“Centurion”) to acquire the intellectual property rights and certain assets collectively known as Centurion SmartShield Home and SmartShield Enterprise, patented technology that protects and recovers devices in the event of ransomware attacks. The total purchase price of $ 3,400,000 250,000 2,900,000 250,000 500,000 2,400,000 380,952 Reverse Stock Splits Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) Our Board of Directors and stockholders approved a reverse stock split of the outstanding shares of our common stock, par value $0.001 (the “Common Stock”) on the basis of one share of Common Stock for every 600 shares of Common Stock, which reverse stock split became effective on September 20, 2023. Unless noted otherwise, all shares and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2022 2021 Non-operating loss carryforward $ 6,326,000 $ 4,685,000 Valuation allowance (6,326,000 ) (4,685,000 ) Net deferred tax asset $ - $ - The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. During 2022 the valuation allowance increased by $ 1,641,000 26,030,830 A reconciliation between expected income taxes, computed at the federal income tax rate of 21 2.0 SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX 2022 2021 Years Ended December 31, 2022 2021 Loss for the year $ (9,713,467 ) $ (6,475,154 ) Income tax (recovery) at statutory rate $ (2,040,000 ) $ (1,360,000 ) State income tax expense, net of federal tax effect (194,000 ) (130,000 ) Permanent difference and other 593,000 819,000 Change in valuation allowance 1,641,000 671,000 Income tax expense per books $ - $ - The effective tax rate of 0 21 |
INTEREST EXPENSE
INTEREST EXPENSE | 12 Months Ended |
Dec. 31, 2022 | |
INTEREST EXPENSE | NOTE 15: INTEREST EXPENSE For the years ended December 31, 2022 and 2021, the Company recorded interest expense as follows: SUMMARY OF INTEREST EXPENSE Year ended Year ended December 31, December 31, 2022 2021 Interest expense - convertible notes $ 2,884,571 $ 131,623 Interest expense - notes payable 505,198 260,155 Interest expense - notes payable - related party - 9,992 Finance lease 7,047 15,967 Other 45,473 10,031 Amortization of debt discount 2,537,167 2,906,645 Interest expense $ 5,979,456 $ 3,334,413 |
RESTATEMENT OF PRIOR ISSUED FIN
RESTATEMENT OF PRIOR ISSUED FINANCIALS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PRIOR ISSUED FINANCIALS | NOTE 17: RESTATEMENT OF PRIOR ISSUED FINANCIALS The audited financial statements for the year ended December 31, 2022 have been restated to reflect the correction of errors noted below: Correction of errors – Subsequent to the yearend the Company noticed that a restatement was needed in the previously issued financial statements, related to the presentation of certain balances on the statement of cashflows for the year ended December 31, 2022. Specifically related to the presentation of the issuance of convertible notes from financing activities to operating activities. Accordingly, the following table summarizes the error corrections to the Company’s consolidated statement of cashflows for the year ended December 31, 2022. SCHEDULE OF ERROR CORRECTIONS 31-Dec-22 As Previously Reported Impact of Adjustment As Revised Consolidated Statement of Cashflows Amortization of debt discount 2,512,725 (191,714 ) 2,321,011 Stock based compensation 1,044,691 (11 ) 1,044,680 Accounts payable and accrued liabilities 923,107 (6,853 ) 916,254 Interest payable 361,588 1,832,265 2,193,853 Net Cash used in Operating Activities (2,886,337 ) 1,633,687 (1,252,650 ) Proceeds from convertible notes issued 1,747,680 279,890 2,027,570 Repayment on convertible notes 1,146,359 (1,918,077 ) (771,718 ) Proceeds from issuance of notes payable 3,448,246 10,001 3,458,247 Proceeds from related parties 229,281 (1 ) 299,280 Finance lease payments (72,768 ) (5,500 ) (78,268 ) Net cash provided by Financing Activities 2,244,244 (1,633,687 ) 610,557 |
SUBSEQUENT RETROSPECTIVE STOCK
SUBSEQUENT RETROSPECTIVE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Retrospective Stock Split | |
SUBSEQUENT RETROSPECTIVE STOCK SPLIT | NOTE 18: SUBSEQUENT RETROSPECTIVE STOCK SPLIT In connection with the Company’s application to list its common stock on Nasdaq, on September 19, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) which served to effect a reverse stock split (the “Reverse Stock Split”) of its issued common stock in a ratio of 1-for-600 1-for-600 every 600 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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business Data443 Risk Mitigation, Inc. (“we,” “us,” “our” or the “Company”) was incorporated as a Nevada May 4, 1998 We deliver solutions and capabilities that businesses can use in conjunction with their use of established cloud vendors such as Microsoft® Azure, Google® Cloud Platform (GCP) and Amazon® Web Services (AWS), as well as with on-premises databases and database applications with virtualization platforms, such as those hosted or configured using VMWare®, Citrix® and Oracle® clouds/products. Reverse Stock Split Our Board of Directors and stockholders approved a reverse stock split of the outstanding shares of our common stock, par value $ 0.001 one share of Common Stock for every 600 shares of Common Stock, which reverse stock split became effective on September 20, 2023 | |
Advance Payment for Acquisition | Advance Payment for Acquisition On January 19, 2022, we entered into an Asset Purchase Agreement with Centurion Holdings I, LLC (“Centurion”) to acquire the intellectual property rights and certain assets collectively known as Centurion SmartShield Home and SmartShield Enterprise, patented technology that protects and recovers devices in the event of ransomware attacks. The total purchase price of $ 3,400,000 consists of: (i) a $ 250,000 cash payment at closing; (ii) a $ 2,900,000 promissory note issued by us in favor of Centurion (“Centurion Note”); and (iii) $ 250,000 in the form of a contingent payment. The Centurion Note matures on January 19, 2027 but provides that our repayment obligation accelerates upon the occurrence of certain events. In April 2022, we and Centurion agreed that we would issue shares of Common Stock to Centurion in an amount then-equivalent to $ 2,400,000 , as partial repayment of amount due under the Centurion Note. We issued Centurion 635 On May 11, 2023, we entered into an agreement to purchase certain assets (the “Purchase Agreement”) with the Appointed Receiver for the Assets of Cyren Ltd (the “Receiver”). Pursuant to the Purchase Agreement, the Receiver sold, transferred, assigned, conveyed and delivered to us, and we purchased from Receiver, all right, title, and interest in and to certain assets in the Purchase Agreement (the “Assets”). In exchange for the Assets, we will pay (i) $ 500,000 2,000,000 1,000,000 165,290 100,000 . | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited condensed 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, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto and other pertinent information contained in our Form 10-K as filed with the SEC on February 24, 2023 and amended on August 24, 2023. The results of operations for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023. | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2022 include the accounts of the Company and its wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. All intercompany accounts and activities have been eliminated upon consolidation. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Basis of Consolidation | Basis of Consolidation The accompanying unaudited consolidated financial statements as of September 30, 2023 include our accounts and those of our wholly-owned subsidiary, Data 443 Risk Mitigation, Inc., a North Carolina operating company. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting in accordance with US GAAP. All inter company balances and transactions have been eliminated in consolidation. | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net loss or and financial position. | Reclassifications Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings (loss) or and financial position. |
Accounts Receivable | Accounts Receivable Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for bad debt. For the three months ended September 30, 2023, and September 30, 2022, we recorded bad debt expense of $ 0 345,775 0 345,775 | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. |
Share-Based Compensation | Stock-Based Compensation Employees Nonemployees We recorded approximately $ 120,981 31,231 We recorded approximately $ 641,552 (14,280) | Share-Based Compensation Employees Nonemployees Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The Company recorded approximately $ 879,671 968,470 Determining the appropriate fair value model and the related assumptions requires judgment. During the year ended December 31, 2022 and 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. |
Contingencies | Contingencies We account for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies | |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Share of Common Stock Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock plus the effect of dilutive potential Common Shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the three and nine months ended September 30, 2023 and 2022, 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: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2023 2022 Three Months Ended September 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 5,034 1 Warrants 753,976 264 Total 150,651,010 149,892,265 2023 2022 Nine Months Ended September 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 9,765 1 Warrants 754,240 264 Total 150,656,005 149,892,265 | Basic and Diluted Net Loss Per Common Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential common shares include outstanding stock options, warrant and convertible notes. For the year ended December 31, 2022 and 2021, 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. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2022 2021 Years Ended December 31, 2022 2021 (Shares) (Shares) Series A Preferred Stock 249,820 250,000 Stock options 1,445 4 Warrants 267 245 Convertible notes - - Preferred B stock - 7 Total 251,532 250,256 |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance 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” (“Standard”). The Standard reduced the number of accounting models available for convertible debt instruments and convertible preferred stock. Pursuant to the Standard, convertible debt 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 Standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Due to adoption of this Standard on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $ 439,857 To compute the transition adjustment for a convertible instrument under both the modified retrospective and full retrospective methods, entities need to recompute the basis of that instrument at transition (i.e., the beginning of year of adoption for the modified retrospective method or the beginning of earliest year presented for the full retrospective method) as if the conversion option had not been separated. We use the modified retrospective method to adjust. | Recently Adopted Accounting Guidance 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. Due to adoption of this accounting policy on January 1, 2022, we recognized a cumulative effect adjustment to increase the opening retained earnings as of January 1, 2022 by $ 77,643 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have 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. | Recently Issued Accounting Pronouncements 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from contracts for subscription to access our SaaS platforms and, to a much lesser degree, ancillary services provided in connection with subscription services. The Company’s contracts include the performance obligations that require us to provide access to the platforms, usually on an annual subscription. The Company’s contracts are for subscriptions to our data classification, movement, governance, encryption, access control and distribution software and related services. We also perform professional services consulting with specific deliverables managed primarily by statements of work. Customers typically enter into our services subscription and various statements of work concurrently. Most of the Company’s performance obligations are not considered to be distinct from the subscriptions to our software or hosting platforms and related services and are combined into a single performance obligation. New statements of work and modifications of contracts are reviewed each reporting period and to assess the nature and characteristics of the new or modified performance obligations on a contract by contract basis. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or over the time of the service term until it expires. Subscription software that is sold on-premises is recognized at the point of time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement. Our SaaS offerings allow customers to use hosted software, and our revenue is recognized ratably over the associated contract time period. | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no | |
Deferred Revenue | Deferred Revenue Deferred revenue mostly consists of service subscriptions received from users in advance of revenue recognition. The increase in the deferred revenue balance for the year ended December 31, 2022 and 2021 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. | |
Convertible Financial Instruments | Convertible Financial Instruments The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” Prior to the adoption of ASU 2020-06 on January 1, 2022, we separated the convertible notes into liability and equity components. The carrying amounts of the liability component of the convertible notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the convertible notes. This difference represents the debt discount that is amortized to interest expense over the terms of the convertible notes using the effective interest rate method. Following the adoption of ASU 2020-06 on January 1, 2022, which we elected to adopt using a modified retrospective approach, we no longer separate the convertible notes into liability and equity components. Now convertible notes are recorded and disclosed as convertible notes payable, net of unamortized discount. | |
Income Taxes | Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. | |
Intellectual Property | Intellectual Property The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. | |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three seven years | |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. | |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. | |
Segments | Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE | For the three and nine months ended September 30, 2023 and 2022, 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: SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2023 2022 Three Months Ended September 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 5,034 1 Warrants 753,976 264 Total 150,651,010 149,892,265 2023 2022 Nine Months Ended September 30, 2023 2022 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options 9,765 1 Warrants 754,240 264 Total 150,656,005 149,892,265 | For the year ended December 31, 2022 and 2021, 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. SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE 2022 2021 Years Ended December 31, 2022 2021 (Shares) (Shares) Series A Preferred Stock 249,820 250,000 Stock options 1,445 4 Warrants 267 245 Convertible notes - - Preferred B stock - 7 Total 251,532 250,256 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT | The following table summarizes the components of our property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT September 30, December 31, 2023 2022 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,053,193 867,670 Property and equipment, gross 1,059,296 873,773 Accumulated depreciation (584,230 ) (446,742 ) Property and equipment, net of accumulated depreciation $ 475,066 $ 427,031 | The following table summarizes the components of the Company’s property and equipment as of the dates presented: SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT December 31, December 31, 2022 2021 Furniture and Fixtures $ 6,103 $ 2,991 Computer Equipment 867,670 559,654 Property and equipment, gross 873,773 562,645 Accumulated depreciation (446,742 ) (274,239 ) Property and equipment, net of accumulated depreciation $ 427,031 $ 288,406 |
INTELLECTUAL PROPERTY (Tables)
INTELLECTUAL PROPERTY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTELLECTUAL PROPERTY | The following table summarizes the components of our intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY September 30, December 31, Intellectual property: WordPress® GDPR rights $ 46,800 $ 46,800 ARALOC® 1,850,000 1,850,000 ArcMail® 1,445,000 1,445,000 DataExpress® 1,388,051 1,388,051 FileFacets® 135,000 135,000 IntellyWP™ 60,000 60,000 Resilient Network Systems 305,000 305,000 Intellectual property 5,229,851 5,229,851 Accumulated amortization (5,149,517 ) (4,775,520 ) Intellectual property, net of accumulated amortization $ 80,334 $ 454,331 | The following table summarizes the components of the Company’s intellectual property as of the dates presented: SCHEDULE OF INTELLECTUAL PROPERTY December 31, December 31, 2022 2021 Intellectual property: WordPress® 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™ 60,000 135,000 Resilient Network Systems 305,000 305,000 Intellectual property 5,229,851 5,304,851 Accumulated amortization (4,775,520 ) (3,960,032 ) Impairment - (75,000 ) Intellectual property, net of accumulated amortization $ 454,331 $ 1,269,819 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Based on the carrying value of definite-lived intangible assets as of September 30, 2023, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Expense Year ended December 31, 2023 (excluding the nine months ended September 30, 2023) $ 37,584 2024 27,000 2025 15,750 Thereafter - Total $ 80,334 | Based on the carrying value of definite-lived intangible assets as of December 31, 2022, we estimate our amortization expense for the next five years will be as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Amortization Year Ended December 31, Expense 2023 411,581 2024 27,000 Thereafter 15,750 Total 454,331 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The following table summarizes the components of our accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, December 31, 2023 2022 Accounts payable $ 1,415,034 $ 427,553 Credit cards 83,662 50,302 Accrued dividend - preferred stock Accrued liabilities 1,410,414 554,076 Accounts payable and accrued liabilities $ 2,909,110 $ 1,031,931 | The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented: SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, 2022 2021 Accounts payable $ 427,553 $ 75,628 Credit cards 50,302 28,492 Accrued dividend - preferred stock - 6,849 Accrued liabilities 554,076 4,704 Balance, end of year $ 1,031,931 $ 115,673 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
SUMMARY OF CHANGES IN DEFERRED REVENUE | For the nine months ended September 30, 2023 and as of December 31, 2022, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE September 30, December 31, 2023 2022 Balance, beginning of period $ 2,493,151 $ 1,608,596 Deferral of revenue 1,424,478 3,511,678 Recognition of deferred revenue (1,967,378 ) (2,627,123 ) Balance, end of period $ 1,950,251 $ 2,493,151 | |
SUMMARY OF DEFERRED REVENUE | As of September 30, 2023 and December 31, 2022, deferred revenue is classified as follows: SUMMARY OF DEFERRED REVENUE September 30, December 31, 2023 2022 Current $ 1,619,711 $ 1,704,249 Non-current 330,540 788,902 Deferred revenue $ 1,950,251 $ 2,493,151 | As of December 31, 2022 and 2021, is classified as follows: SUMMARY OF DEFERRED REVENUE December 31, December 31, 2022 2021 Current $ 1,704,249 $ 1,035,185 Non-current 788,902 573,411 Balance, end of year $ 2,493,151 $ 1,608,596 |
SUMMARY OF CHANGES IN DEFERRED REVENUE | For the years ended December 31, 2022 and 2021, changes in deferred revenue were as follows: SUMMARY OF CHANGES IN DEFERRED REVENUE December 31, December 31, 2022 2021 Balance, beginning of year $ 1,608,596 $ 1,518,163 Deferral of revenue 3,511,678 2,581,801 Recognition of deferred revenue (2,627,123 ) (2,491,368 ) Balance, end of year $ 2,493,151 $ 1,608,596 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | At September 30, 2023, future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2023 (excluding the nine months ended September 30, 2023) 121,190 2024 121,406 2024 Thereafter - Thereafter Total lease payment 242,596 Less: Imputed interest (7,297 ) Operating lease liabilities 235,299 Operating lease liability – current 235,299 Operating lease liability - non-current $ - | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Total Year Ended December 31, 2023 484,759 2024 121,405 Thereafter - Total lease payment 606,164 Less: Imputed interest (37,702 ) Operating lease liabilities 568,462 Operating lease liability - current 213,831 Operating lease liability - non-current $ 354,631 |
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE | The following summarizes other supplemental information about our operating leases as of September 30, 2023: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) .58 | The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2022: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 8 % Weighted average remaining lease term (years) 1.17 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES | At December 31, 2022, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2023 10,341 Thereafter - Total finance lease payment 10,341 Less: Imputed interest (5,300 ) Finance lease liabilities 5,041 Finance lease liability 10,341 Finance lease liability - non-current $ - | |
SCHEDULE OF FINANCE LEASE ASSETS | As of December 31, 2022 and 2021, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS December 31, December 31, 2022 2021 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (258,506 ) (192,928 ) Finance lease assets, net of accumulated depreciation $ 8,778 $ 74,356 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, 2023 2022 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 508,440 600,400 Convertible Notes - Issued in fiscal year 2022 1,712,194 3,710,440 Convertible Notes - Issued in fiscal year 2023 2,211,083 - Convertible notes payable, Gross 4,529,663 4,408,786 Less debt discount and debt issuance cost (1,289,241 ) (176,685 ) Convertible notes payable 3,240,422 4,232,101 Less current portion of convertible notes payable 3,142,476 4,134,155 Long-term convertible notes payable $ 97,946 $ 97,946 | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, December 31, 2022 2021 Convertible Notes - Issued in fiscal year 2020 97,946 100,000 Convertible Notes - Issued in fiscal year 2021 600,400 1,607,857 Convertible Notes - Issued in fiscal year 2022 3,710,440 - Convertible notes payable, Gross 4,408,786 1,707,857 Less debt discount and debt issuance cost (176,685 ) (691,569 ) Convertible notes payable 4,232,101 1,016,288 Less current portion of convertible notes payable 4,134,155 993,931 Long-term convertible notes payable $ 97,946 $ 22,357 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS | The inputs used to calculate the derivative values are as follows: SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Nine months ended Year ended September 30, December 31, 2023 2022 Expected term - - * Expected average volatility - % 280 % Expected dividend yield - - Risk-free interest rate - % 3.65 % * There is no excepted term on the convertible notes. | SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Year ended Year ended December 31, December 31, 2022 2021 Expected term - * 0.48 5.00 Expected average volatility 280 % 160 302 % Expected dividend yield - - Risk-free interest rate 3.65 % 0.04 1.24 % * There is no excepted term on the convertible notes. |
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES | The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivative liability as of December 31, 2020 $ - Addition of new derivatives recognized as debt discounts 390,000 Addition of new derivatives recognized as day-one loss 559,939 Derivative liabilities settled upon conversion of convertible note (1,004,658 ) Change in derivative liabilities recognized as loss on derivative 54,719 Derivative liability as of December 31, 2021 $ - Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as day-one loss 57,883 Derivative liabilities settled upon conversion of convertible note (57,883 ) Change in derivative liabilities recognized as loss on derivative - Derivative liability as of December 31, 2022 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable | ||
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE September, December 31, Interest 2023 2022 Maturity Rate Economic Injury Disaster Loan - originated in May 2020 (1, 2) $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 - 20,182 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 3,303 16,047 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 4,683 22,243 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 (3) 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (4) 866,666 866,666 1 12 % Promissory note - originated in July 2021 (4) 352,500 352,500 1 12 % Promissory note - originated in September 2021 34,735 43,667 $ 1,383.56 60 28 % Promissory note - originated in April 2022 60,418 73,204 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 61,392 239,858 $ 7,250 168 25 % Promissory note – originated in June 2022 - 149,011 $ 20,995 30 49 % Promissory note - originated in July 2022 45,575 54,557 $ 1,485.38 60 18 % Promissory note - originated in July 2022 70,393 94,878 $ 3,546.87 36 10 % Promissory note - originated in August 2022 21,753 26,538 $ 589.92 60 8 % Promissory note - originated in October 2022 1,111,032 635,745 $ 1,749.00 30 66 % Promissory note - originated in January 2023 4,660 - $ 237.03 36 25 % Promissory note - originated in March 2023 50,543 - $ 1,521.73 60 18 % Promissory note - originated in March 2023 12,189 - $ 559.25 36 17 % Promissory note - originated in April 2023 21,115 - $ 3,999.00 12 12 % Promissory note - originated in April 2023 25,709 - $ 3,918.03 12 6 % Promissory note - originated in May 2023 250,000 - 3 29 % Promissory note - originated in August 2023 17,406 - 36 14 % 4,819,445 4,400,469 Less debt discount and debt issuance cost (1,354,031 ) (377,111 ) 3,465,414 4,023,358 Less current portion of promissory notes payable 2,100,549 918,785 Long-term promissory notes payable $ 1,364,865 $ 3,104,573 | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE December 31, December 31, Interest 2022 2021 Maturity Rate Economic Injury Disaster Loan - originated in May 2020 (1, 2) $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in September 2020 20,182 50,456 $ 2,873.89 36 14.0 % Promissory note - originated in December 2020 16,047 33,039 $ 1,854.41 36 8.0 % Promissory note - originated in January 2021 22,243 48,583 $ 2,675.89 36 18.0 % Promissory note - originated in February 2021 (3) 1,305,373 1,328,848 5 4.0 % Promissory note - originated in April 2021 (4) 866,666 832,000 1 12 % Promissory note - originated in July 2021 (4) 352,500 282,000 1 12 % Promissory note - originated in September 2021 43,667 55,576 $ 1,383.56 60 28 % Promissory note - originated in December 2021 - 406,300 $ 20,050 28 49 % Promissory note - originated in December 2021 - 241,716 $ 10,071.45 28 4.94 % Promissory note - originated in December 2021 - 189,975 $ 2,793.75 80 7 % Promissory note - originated in April 2022 73,204 - $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 239,858 - $ 7,250 168 25 % Promissory note – originated in June 2022 149,011 - $ 20,995 30 49 % Promissory note - originated in July 2022 54,557 - $ 1,485.38 60 18 % Promissory note - originated in July 2022 94,878 - $ 3,546.87 36 10 % Promissory note - originated in August 2022 26,538 - $ 589.92 60 8 % Promissory note - originated in October 2022 635,745 - $ 1,749.00 30 66 % 4,400,469 3,968,493 Less debt discount and debt issuance cost (377,111 ) (476,727 ) 4,023,358 3,491,766 Less current portion of promissory notes payable 918,785 1,720,777 Long-term promissory notes payable $ 3,104,573 $ 1,770,989 (1) We received an advance under the Economic Injury Disaster Loan (EIDL) program. (2) We received a second advance under the EIDL program in fiscal year 2021. (3) On February 12, 2021, we issued notes payable of $ 1,404,000 1,094,691 186,156 (4) Note payable with outstanding balance of $ 866,666 April 22, 2022 352,500 July 27, 2022 16 125% 173,333 70,500 |
CAPITAL STOCK AND REVERSE STO_2
CAPITAL STOCK AND REVERSE STOCK SPLIT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
SCHEDULE OF WARRANTS ACTIVITY | A summary of activity during the nine months ended September 30, 2023 follows: SCHEDULE OF WARRANT ACTIVITY Warrants Outstanding Weighted Average Number Exercise Price Outstanding, December 31, 2022 267 $ 13,242.00 Granted 753,973 .60 Exercised - - Forfeited/canceled - - Outstanding, September 30, 2023 754,240 $ 8.03 | A summary of activity during the period ended December 31, 2022 follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Average Shares Exercise Price Outstanding, December 31, 2020 10 $ 12,000 Granted 236 13,308 Reset feature - - Exercised (4 ) 3,480 Forfeited/canceled - - Outstanding, December 31, 2021 245 $ 16,716 Granted 34 3,600 Reset feature - - Exercised (13 ) - Forfeited/canceled - - Outstanding, December 31, 2022 267 $ 13,242 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Contractual life Weighted Average 10 2.20 $ 96,000.00 12 2.56 $ 72,000.00 26 2.82 $ 21,600.00 5 3.00 $ 21,600.00 55 3.05 $ 5,929.10 124 3.23 $ 4,464.00 32 3.61 $ 3,600.00 3 3.61 $ 3,600.00 270,833 .75 $ 0.60 250,000 .75 $ 0.60 191,473 .19 $ 0.60 41,667 .76 $ 0.60 754,240 .59 $ 5.09 | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average 10 2.95 $ 96,000 - $ - 12 3.31 $ 72,000 - $ - 26 3.57 $ 21,600 - $ - 5 3.75 $ 21,600 - $ - 55 3.80 $ 5,928 - $ - 124 4.00 $ 4,464 - $ - 34 4.36 $ 3,600 - $ - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes the stock option activity for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Balance as of December 31, 2022 1,442 $ 1,002.00 Grants 8,322 25.23 Exercised - - Cancelled 1 40,400.00 Balance as of September 30, 2023 9,765 $ 173.61 | The following summarizes the stock option activity for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2020 1 $ 465,558 Grants 2 182,664 Exercised - - Cancelled - - Balance as of December 31, 2021 3 $ 465,558 Grants 1,442 804 Exercised - - Cancelled (2 ) 40,400 Balance as of December 31, 2022 1,443 $ 1,002 |
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST | The following summarizes certain information about stock options vested and expected to vest as of September 30, 2023: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Number of Weighted- Weighted- Average Outstanding 9,765 8.43 $ 1,459.50 Exercisable 990 9.31 $ 247.56 Expected to vest 1,637 8.43 $ 1,459.50 | The following summarizes certain information about stock options vested and expected to vest as of December 31, 2022: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Weighted-Average Number of Remaining Contractual Life Weighted-Average Options (In Years) Exercise Price Outstanding 1,443 4.85 $ 924 Exercisable 1,150 4.83 $ 1,002 Expected to vest 1,443 4.85 $ 924 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following summarizes the restricted stock activity for the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2022 538 $ 282,659 Shares of restricted stock granted 11,750 270,000 Exercised 1,036 15,761 Cancelled - - Balance as of September 30, 2023 13,324 $ 237,659 | The following summarizes the restricted stock activity for the years ended December 31, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted-Average Shares Fair Value Balance as of December 31, 2020 1 449,334 Shares of restricted stock granted 1 247,998 Exercised - - Cancelled - - Balance as of December 31, 2021 2 383,532 Shares of restricted stock granted 536 135,000,000 Exercised - - Cancelled - - Balance as of December 31, 2022 538 135,383,400 |
SCHEDULE OF RESTRICTED STOCK AWARD | SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards September 30, December 31, Vested 1,036 2 Non-vested 11,250 536 | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED 2022 2021 Expected term (years) 5 5.74 Expected stock price volatility 280.82 % 296.25 % Weighted-average risk-free interest rate 3.65 % 0.62 % Expected dividend $ 0.00 $ 0.00 | |
SCHEDULE OF RESTRICTED STOCK AWARD | SCHEDULE OF RESTRICTED STOCK AWARD December 31, December 31, Number of Restricted Stock Awards 2022 2021 Vested 2 2 Non-vested 536 - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2022 2021 Non-operating loss carryforward $ 6,326,000 $ 4,685,000 Valuation allowance (6,326,000 ) (4,685,000 ) Net deferred tax asset $ - $ - |
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX | SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX 2022 2021 Years Ended December 31, 2022 2021 Loss for the year $ (9,713,467 ) $ (6,475,154 ) Income tax (recovery) at statutory rate $ (2,040,000 ) $ (1,360,000 ) State income tax expense, net of federal tax effect (194,000 ) (130,000 ) Permanent difference and other 593,000 819,000 Change in valuation allowance 1,641,000 671,000 Income tax expense per books $ - $ - |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF INTEREST EXPENSE | For the years ended December 31, 2022 and 2021, the Company recorded interest expense as follows: SUMMARY OF INTEREST EXPENSE Year ended Year ended December 31, December 31, 2022 2021 Interest expense - convertible notes $ 2,884,571 $ 131,623 Interest expense - notes payable 505,198 260,155 Interest expense - notes payable - related party - 9,992 Finance lease 7,047 15,967 Other 45,473 10,031 Amortization of debt discount 2,537,167 2,906,645 Interest expense $ 5,979,456 $ 3,334,413 |
RESTATEMENT OF PRIOR ISSUED F_2
RESTATEMENT OF PRIOR ISSUED FINANCIALS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF ERROR CORRECTIONS | Accordingly, the following table summarizes the error corrections to the Company’s consolidated statement of cashflows for the year ended December 31, 2022. SCHEDULE OF ERROR CORRECTIONS 31-Dec-22 As Previously Reported Impact of Adjustment As Revised Consolidated Statement of Cashflows Amortization of debt discount 2,512,725 (191,714 ) 2,321,011 Stock based compensation 1,044,691 (11 ) 1,044,680 Accounts payable and accrued liabilities 923,107 (6,853 ) 916,254 Interest payable 361,588 1,832,265 2,193,853 Net Cash used in Operating Activities (2,886,337 ) 1,633,687 (1,252,650 ) Proceeds from convertible notes issued 1,747,680 279,890 2,027,570 Repayment on convertible notes 1,146,359 (1,918,077 ) (771,718 ) Proceeds from issuance of notes payable 3,448,246 10,001 3,458,247 Proceeds from related parties 229,281 (1 ) 299,280 Finance lease payments (72,768 ) (5,500 ) (78,268 ) Net cash provided by Financing Activities 2,244,244 (1,633,687 ) 610,557 |
SCHEDULE OF ANTI-DILUTIVE BASIC
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total | 150,651,010 | 149,892,265 | 150,656,005 | 149,892,265 | 251,532 | 250,256 |
Series A Preferred Stock [Member] | ||||||
Total | 149,892,000 | 149,892,000 | 149,892,000 | 149,892,000 | 249,820 | 250,000 |
Stock Options [Member] | ||||||
Total | 5,034 | 1 | 9,765 | 1 | 1,445 | 4 |
Warrant [Member] | ||||||
Total | 753,976 | 264 | 754,240 | 264 | 267 | 245 |
Convertible Notes [Member] | ||||||
Total | ||||||
Series B Preferred Stock [Member] | ||||||
Total | 7 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 20, 2023 $ / shares | Sep. 14, 2023 $ / shares | May 11, 2023 USD ($) shares | Mar. 07, 2022 $ / shares | Jan. 19, 2022 USD ($) | Jul. 01, 2021 | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Number $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 20, 2022 shares | Jan. 02, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||||
Entity state of incorporation | NV | |||||||||||||
Entity date of incorporation | May 04, 1998 | May 04, 1998 | ||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Reverse stock split | 1-for-600 | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |||||||||
Payments to Acquire Businesses, Gross | $ 100,000 | $ 250,000 | $ 250,000 | |||||||||||
Notes Payable | $ 3,465,414 | 3,465,414 | 4,023,358 | 3,491,766 | ||||||||||
Shares value | 844,201 | 165,020 | ||||||||||||
Bad debt expense | 0 | $ 345,775 | 345,775 | 36,456 | ||||||||||
Stock-based compensation expense | $ 120,981 | $ 31,231 | $ 641,552 | (14,280) | ||||||||||
Cumulative effect adjustment on retained earnings | $ 439,857 | |||||||||||||
Cash equivalents | 0 | 0 | ||||||||||||
Stock-based compensation expense | $ 879,671 | $ 968,470 | ||||||||||||
Income tax, likelihood description | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement | |||||||||||||
Number of operating segments | Number | 1 | |||||||||||||
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Cumulative effect adjustment on retained earnings | $ 77,643 | |||||||||||||
Minimum [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Estimated useful lives of property and equipment | 3 years | |||||||||||||
Maximum [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Estimated useful lives of property and equipment | 7 years | |||||||||||||
Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Common stock shares issued | shares | 269,124 | 269,124 | 4,360 | |||||||||||
Shares value | $ 153 | $ 50 | ||||||||||||
Shares issued | shares | 17 | |||||||||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 3,400,000 | |||||||||||||
Payments to Acquire Businesses, Gross | 250,000 | |||||||||||||
Payment for Contingent Consideration Liability, Investing Activities | 250,000 | |||||||||||||
Repayments of obligation related to equivalent | 2,400,000 | |||||||||||||
Common stock shares issued | shares | 380,952 | |||||||||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | Common Stock [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Common stock shares issued | shares | 635 | |||||||||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | Promissory Note [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Notes Payable | $ 2,900,000 | |||||||||||||
Asset Purchase Agreement [Member] | Cyren Ltd [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Cash payable | $ 500,000 | |||||||||||||
Shares value | 2,000,000 | |||||||||||||
Earn out payments | $ 1,000,000 | |||||||||||||
Shares issued | shares | 165,290 | |||||||||||||
Cash obligation | $ 100,000 | |||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Reverse stock split | one share of Common Stock for every 600 shares of Common Stock, which reverse stock split became effective on September 20, 2023 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net income loss | $ 1,979,676 | $ 1,582,720 | $ 2,628,029 | $ 5,862,251 | $ 9,713,467 | $ 6,475,154 |
Working capital | 10,669,338 | 10,669,338 | ||||
Accumulated deficit | $ 54,040,157 | $ 54,040,157 | $ 51,412,128 | $ 42,033,887 |
SUMMARY OF COMPONENTS OF PROPER
SUMMARY OF COMPONENTS OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,059,296 | $ 873,773 | $ 562,645 |
Accumulated depreciation | (584,230) | (446,742) | (274,239) |
Property and equipment, net of accumulated depreciation | 475,066 | 427,031 | 288,406 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,103 | 6,103 | 2,991 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,053,193 | $ 867,670 | $ 559,654 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||
Depreciation | $ 46,272 | $ 45,958 | $ 137,488 | $ 126,128 | ||
Property and equipment acquired | $ 185,523 | $ 298,839 | $ 311,128 | $ 138,331 | ||
General and Administrative Expense [Member] | ||||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||
Depreciation | $ 172,503 | $ 174,274 |
SCHEDULE OF INTELLECTUAL PROPER
SCHEDULE OF INTELLECTUAL PROPERTY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | $ 5,229,851 | $ 5,229,851 | $ 5,304,851 |
Accumulated amortization | (5,149,517) | (4,775,520) | (3,960,032) |
Intellectual property, net of accumulated amortization | 80,334 | 454,331 | 1,269,819 |
Impairment | (75,000) | ||
Word Press GDPR Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 46,800 | 46,800 | 46,800 |
ARALOC [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 1,850,000 | 1,850,000 | 1,850,000 |
ArcMail License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 1,445,000 | 1,445,000 | 1,445,000 |
Data Express [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 1,388,051 | 1,388,051 | 1,388,051 |
FileFacets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 135,000 | 135,000 | 135,000 |
IntellyWP [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | 60,000 | 60,000 | 135,000 |
Resilien Network Systems [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intellectual property | $ 305,000 | $ 305,000 | $ 305,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 (excluding the nine months ended September 30, 2023) | $ 37,584 | ||
2023 | 27,000 | $ 411,581 | |
2024 | 15,750 | 27,000 | |
Thereafter | 15,750 | ||
Intellectual property, net of accumulated amortization | $ 80,334 | $ 454,331 | $ 1,269,819 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 12, 2021 | Oct. 08, 2020 | Sep. 21, 2020 | Aug. 13, 2020 | Dec. 31, 2019 | Feb. 07, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization expense | $ 124,663 | $ 230,272 | $ 373,998 | $ 690,816 | ||||||||
Note payable issuable for settlement of license fee payable | $ 1,404,000 | |||||||||||
Loss on settlement of debt | $ 5,468 | $ 4,909,549 | $ 186,156 | |||||||||
Asset Impairment Charges | 75,000 | |||||||||||
General and Administrative Expense [Member] | ||||||||||||
Amortization expense | $ 815,488 | 966,088 | ||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | ||||||||||||
License agreement term | 27 months | |||||||||||
Loss on settlement of debt | 309,309 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | 1 - 6 Months [Member] | ||||||||||||
Debt Instrument, Periodic Payment | $ 25,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | 7 - 17 Months [Member] | ||||||||||||
Debt Instrument, Periodic Payment | 30,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Final Payment [Member] | ||||||||||||
Debt Instrument, Periodic Payment | 765,000 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | Balance Payment [Member] | ||||||||||||
Debt Instrument, Periodic Payment | $ 1,094,691 | |||||||||||
Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | License [Member] | ||||||||||||
License costs | $ 200,000 | |||||||||||
Exclusive License Agreement [Member] | ||||||||||||
Note payable issuable for settlement of license fee payable | 1,404,000 | |||||||||||
License agreement, amount per month | 1,094,691 | |||||||||||
Asset Purchase Agreement [Member] | ||||||||||||
Purchase price | $ 305,000 | |||||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||
Amortization expense | 31,915 | |||||||||||
Asset Purchase Agreement [Member] | Payment at Closing [Member] | ||||||||||||
Purchase price | $ 125,000 | |||||||||||
Asset Purchase Agreement [Member] | FileFacets [Member] | ||||||||||||
Purchase price | $ 135,000 | |||||||||||
Asset Purchase Agreement [Member] | IntellyWP [Member] | ||||||||||||
Purchase price | $ 135,000 | |||||||||||
Cash paid for certain training | 40,000 | |||||||||||
Proceeds from acquisition | 25,000 | |||||||||||
Asset Impairment Charges | 75,000 | |||||||||||
Write-down assets | $ 75,000 | |||||||||||
Asset Purchase Agreement [Member] | IntellyWP [Member] | Payment at Closing [Member] | ||||||||||||
Purchase price | $ 55,000 | |||||||||||
Rory Welch [Member] | Exclusive License and Management Agreement [Member] | ArcMail Technology [Member] | ||||||||||||
Stock purchase rights agreement | Under the License Agreement, the Company was granted the exclusive right and license to receive all benefits from the marketing, selling and licensing, of the ArcMail business products, including, without limitation, the good will of the business. The term of the License Agreement is twenty-seven (27) months, with the following payments to be made by the Company to ArcMail: (i) $200,000 upon signing the License Agreement; (ii) monthly payments starting 30 days after the execution of the License Agreement in the amount of $25,000 per month during months 1-6; (iii) monthly payments in the amount of $30,000 per month during months 7-17; and (iii) in month 18, final payment in the amount of $765,000. As of December 31, 2019, the balance of payments due under the License Agreement was $1,094,691. In connection with the execution of the License Agreement, two other agreements were also executed: (a) a Stock Purchase Rights Agreement, under which the Company has the right, though not the obligation, to acquire 100% of the issued and outstanding shares of stock of ArcMail from Rory Welch, the CEO of ArcMail (the right can be exercised over a period of 27 months); and (b) a Business Covenants Agreement, under which ArcMail and Mr. Welch agreed to not compete with the Company’s use of the ArcMail business under the License Agreement for a period of twenty-four (24) months. |
SUMMARY OF ACCOUNTS PAYABLE AND
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 1,415,034 | $ 427,553 | $ 75,628 |
Credit cards | 83,662 | 50,302 | 28,492 |
Accrued dividend - preferred stock | 6,849 | ||
Accrued liabilities | 1,410,414 | 554,076 | 4,704 |
Balance, end of year | $ 2,909,110 | $ 1,031,931 | $ 115,673 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Balance, beginning of year | $ 2,493,151 | $ 1,608,596 | $ 1,518,163 |
Deferral of revenue | 1,424,478 | 3,511,678 | 2,581,801 |
Recognition of deferred revenue | (1,967,378) | (2,627,123) | (2,491,368) |
Balance, end of year | $ 1,950,251 | $ 2,493,151 | $ 1,608,596 |
SUMMARY OF DEFERRED REVENUE (De
SUMMARY OF DEFERRED REVENUE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Current | $ 1,619,711 | $ 1,704,249 | $ 1,035,185 |
Non-current | 330,540 | 788,902 | 573,411 |
Deferred revenue | $ 1,950,251 | $ 2,493,151 | $ 1,608,596 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
2023 (excluding the nine months ended September 30, 2023) | $ 121,190 | ||
2023 | 121,406 | $ 484,759 | |
2024 | 121,405 | ||
Thereafter | |||
Thereafter | |||
Total lease payment | 242,596 | 606,164 | |
Less: Imputed interest | (7,297) | (37,702) | |
Operating lease liabilities | 235,299 | 568,462 | |
Operating lease liability - current | 235,299 | 213,831 | $ 112,322 |
Operating lease liability - non-current | $ 354,631 | $ 125,640 |
SCHEDULE OF OTHER SUPPLEMENTAL
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted average discount rate | 8% | 8% |
Weighted average remaining lease term (years) | 6 months 29 days | 1 year 2 months 1 day |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||||||
Lessee, operating lease, description | We have two noncancelable operating leases for office facilities, one that we entered into January 2019 and that expires January 10, 2024 | We have two noncancelable operating leases for office facilities, one that we entered into January 2019 and that expires January 10, 2024 and another that we entered into in April 2022 and that expires April 30, 2024. | ||||
Lease expense | $ 55,389 | $ 54,474 | $ 202,383 | $ 137,813 | $ 240,492 | $ 97,385 |
Security deposit | 33,467 | 33,467 | 33,467 | |||
Finance lease liability | 10,341 | 72,768 | ||||
Security deposits | $ 10,000 | 10,000 | ||||
Lessee, Finance Lease, Term of Contract | 3 years | |||||
Capital leases annual interest rate | 12% | |||||
Finance lease liability - non-current | 10,341 | |||||
Finance lease security deposit | 33,467 | 33,467 | ||||
Interest expense | $ 7,047 | $ 15,967 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2022 | Oct. 19, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||||
Less debt discount and debt issuance cost | $ (1,354,031) | $ (377,111) | $ (476,727) | ||
Convertible notes payable | 3,240,422 | 4,232,101 | 1,016,288 | ||
Less current portion of convertible notes payable | 3,142,476 | 4,134,155 | 993,931 | ||
Long-term convertible notes payable | 97,946 | 97,946 | $ 238,532 | $ 361,869 | 22,357 |
Convertible notes payable, Gross | 4,408,786 | 1,707,857 | |||
Less debt discount and debt issuance cost | (176,685) | (691,569) | |||
Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | 4,529,663 | 4,408,786 | |||
Less debt discount and debt issuance cost | (1,289,241) | (176,685) | |||
Convertible Notes Payable [Member] | Issued in Fiscal Year 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | 97,946 | 97,946 | |||
Convertible Notes Payable [Member] | Issued in Fiscal Year 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | 508,440 | 600,400 | |||
Convertible Notes Payable [Member] | Issued In Fiscal Year Two Thousand And Twenty Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | 1,712,194 | 3,710,440 | |||
Convertible Notes Payable [Member] | Issued In Fiscal Year Two Thousand And Twenty Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | $ 2,211,083 | ||||
Issued in Fiscal Year 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | 97,946 | 100,000 | |||
Issued in Fiscal Year 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | 600,400 | 1,607,857 | |||
Issued In Fiscal Year Two Thousand And Twenty Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable, Gross | $ 3,710,440 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 21, 2021 USD ($) | Oct. 19, 2021 USD ($) | Mar. 18, 2020 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 21, 2022 USD ($) | Oct. 19, 2022 USD ($) | Jan. 01, 2022 USD ($) | Nov. 18, 2020 USD ($) $ / shares shares | Nov. 17, 2020 USD ($) | Oct. 23, 2020 USD ($) | Mar. 20, 2020 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||||||
Amortization of debt discount | $ 1,239,686 | $ 1,878,976 | $ 2,321,011 | $ 2,906,645 | ||||||||||||||
Debt instrument principal amount | $ 100,000 | |||||||||||||||||
Debt interest rate | 16% | |||||||||||||||||
Debt conversion price | $ / shares | $ 160 | |||||||||||||||||
Cash proceeds | 1,067,631 | 1,257,800 | $ 2,027,570 | 1,482,000 | ||||||||||||||
Debt instrument interest rate | 24% | 16% | ||||||||||||||||
Interest payable current | $ 826,187 | 826,187 | 478,712 | 204,915 | ||||||||||||||
Fair value of common stock value | $ 25,000 | $ 101,764 | $ 357,592 | 131,088 | 653,796 | 1,842,853 | ||||||||||||
Number of warrants agreed to exchange | shares | 0 | 0 | 39 | |||||||||||||||
Warrants exercised term | 7 months 2 days | 7 months 2 days | ||||||||||||||||
Gain on settlement of debt | $ 4,904,081 | |||||||||||||||||
Addition to convertible note payable | $ 3,240,422 | $ 3,240,422 | 4,232,101 | 1,016,288 | ||||||||||||||
Accumulated deficit cumulative effective adjustment | (54,040,157) | (54,040,157) | (51,412,128) | (42,033,887) | ||||||||||||||
Derivative liability | 0 | |||||||||||||||||
Interest expense on convertible notes payable | 983,100 | 796,057 | 4,947,656 | 2,833,126 | 5,979,456 | 3,334,413 | ||||||||||||
Interest Expense, Debt, Excluding Amortization | 911,020 | 478,582 | ||||||||||||||||
Repayments for related party | 60,000 | 174,431 | 434,584 | 680,807 | ||||||||||||||
Loss on settlement of debt | 5,468 | 4,909,549 | 186,156 | |||||||||||||||
Outstanding notes | 1,364,865 | 1,364,865 | 3,104,573 | 1,770,989 | ||||||||||||||
Notes Issued | $ 653,796 | 1,842,853 | ||||||||||||||||
Debt instrument interest rate, increase | 125% | |||||||||||||||||
Debt instrument principal, increase | $ 173,333 | |||||||||||||||||
Convertible notes payable | 4,408,786 | 1,707,857 | ||||||||||||||||
Convertible notes outstanding balance | 97,946 | 97,946 | 97,946 | 22,357 | $ 238,532 | $ 361,869 | ||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | 392,703 | |||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest expense on convertible notes payable | 9,992 | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 81,000 | |||||||||||||||||
Repayments for related party | 135,000 | |||||||||||||||||
Loss on settlement of debt | 54,000 | |||||||||||||||||
Chief Executive Officer [Member] | Related Party [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Due to related party | 135,000 | |||||||||||||||||
Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Addition to convertible note payable | $ 517,500 | |||||||||||||||||
Accumulated deficit cumulative effective adjustment | $ 439,857 | |||||||||||||||||
Note Exchange Agreement [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument carrying amount | $ 5,398,299 | |||||||||||||||||
Description of related party payments | The New Note matures on June 1, 2024, and calls for payments of (i) $115,000 on or prior to July 25, 2023, (ii) nine monthly payments to the noteholder in the amount of $38,889 each, with the first payment beginning September 1, 2023 and (iii) $200,000 on the earlier of (a) three business days following our successful listing on any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange or (b) the receipt of not less than $4,000,000 in funding from a single transaction. If the conditions for payment of the above $200,000 are not met, but we raise capital in excess of $500,000 in a single closing, then 25% of any capital raised in such closing shall be used to satisfy the $200,000 payment | |||||||||||||||||
Note Exchange Agreement [Member] | Westland Properties L L C [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument carrying amount | $ 665,000 | |||||||||||||||||
Granite Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 125,000 | |||||||||||||||||
Granite Warrant [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt converted into common stock, shares | shares | 16 | |||||||||||||||||
Exchange Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 325,000 | |||||||||||||||||
Debt conversion, description | Conversions into common stock under the Exchange Note shall be effected at the lowest closing stock price during the five (5) days preceding any conversion, with -0- discount and a conversion price not below $112; | |||||||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||||||||
Agreement With Smea2z LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 400,000 | $ 220,000 | ||||||||||||||||
Agreement With Smea2z LLC Two [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 608,850 | |||||||||||||||||
Exchange Note Two [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt conversion price | $ / shares | $ 56 | |||||||||||||||||
Debt conversion, description | Typical events of default for such a note, as well as a default in the event the closing price for the Company’s common stock is less than $56 for at least 5-consecutive days; | |||||||||||||||||
Minimum [Member] | Exchange Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt conversion price | $ / shares | $ 112 | |||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest expense | 145,164 | 59,002 | 431,806 | 433,940 | ||||||||||||||
Amortization of debt discount | 398,838 | $ 15,373 | 544,675 | $ 651,383 | ||||||||||||||
Shares issued in conjunction with convertible notes | $ 357,592 | $ 653,796 | ||||||||||||||||
Debt converted into common stock, shares | shares | 21,428 | 998,899 | ||||||||||||||||
Debt instrument carrying amount | 4,529,663 | $ 4,529,663 | $ 4,408,786 | |||||||||||||||
Interest expense on convertible notes payable | 3,795,591 | 131,623 | ||||||||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 100,000 | |||||||||||||||||
Debt instrument term | 60 months | |||||||||||||||||
Debt interest rate | 5% | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.01 | |||||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders at issuance date, after maturity date or 6 months after issuance date. | |||||||||||||||||
Addition to convertible note payable | $ 2,466,500 | |||||||||||||||||
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 $16 to $112. | |||||||||||||||||
Outstanding notes | 100,000 | |||||||||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 15,000 | |||||||||||||||||
Debt instrument term | 5 months | |||||||||||||||||
Debt interest rate | 0% | |||||||||||||||||
Debt conversion price | $ / shares | $ 160 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.18 | |||||||||||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 60 months | |||||||||||||||||
Debt interest rate | 25% | |||||||||||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | 508,440 | 508,440 | ||||||||||||||||
Convertible promissory notes | 1,696,999 | |||||||||||||||||
Cash proceeds | 1,482,000 | |||||||||||||||||
Financing fee | $ 214,999 | |||||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates. | |||||||||||||||||
Debt instrument interest rate | 24% | 16% | ||||||||||||||||
Interest payable current | 60,286 | 60,286 | ||||||||||||||||
Debt conversion, description | Conversion prices are typically based on the discounted (39% discount) average closing prices or lowest trading prices of the Company’s shares during 20 periods prior to conversion. | |||||||||||||||||
Maturity date | Dec. 21, 2022 | Oct. 19, 2022 | ||||||||||||||||
Convertible outstanding amount issued | $ 1,696,999 | |||||||||||||||||
Cash proceeds | $ 1,482,000 | |||||||||||||||||
Common Stock Dividends, Shares | shares | 2 | |||||||||||||||||
Notes Issued | $ 133,663 | |||||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | shares | 197 | |||||||||||||||||
Intermediate-life Plants, Useful Life | 5 years | |||||||||||||||||
Debt instrument interest rate, increase | 125% | 125% | ||||||||||||||||
Debt instrument principal, increase | $ 1,974,914 | $ 91,311 | ||||||||||||||||
Debt instrument interest rate, description | The Company broke certain covenants of the convertible note related to the failure of the Company uplist 60 days from the note issuance date that triggered a 10% penalty of the outstanding principal and additional 5% of the outstanding principal every 10 calendar days until the uplist is completed or the note is paid off. | |||||||||||||||||
Convertible notes payable | $ 1,607,857 | |||||||||||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 90 days | |||||||||||||||||
Debt interest rate | 5% | |||||||||||||||||
Warrant, Exercise Price, Increase | $ / shares | $ 4,464 | |||||||||||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 12 months | |||||||||||||||||
Debt interest rate | 12% | |||||||||||||||||
Warrant, Exercise Price, Increase | $ / shares | $ 21,600 | |||||||||||||||||
Two Thousand Twenty One Convertible Notes [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of convertible securities issued | shares | 2 | |||||||||||||||||
Fair value of common stock value | $ 133,663 | |||||||||||||||||
Number of warrants agreed to exchange | shares | 197 | |||||||||||||||||
Warrants exercised term | 5 years | |||||||||||||||||
Debt principal amount paid | 38,490 | |||||||||||||||||
Debt interest amount paid | 39,822 | |||||||||||||||||
Two Thousand Twenty One Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Exercise price for warrants | $ / shares | $ 4,464 | |||||||||||||||||
Two Thousand Twenty One Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Exercise price for warrants | $ / shares | $ 21,600 | |||||||||||||||||
Promissory Notes Issued In Fiscal Year Two Thousand And Twenty Two [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Shares issued in conjunction with convertible notes | $ 473,691 | |||||||||||||||||
Debt converted into common stock, shares | shares | 924 | |||||||||||||||||
Convertible promissory notes | $ 2,120,575 | |||||||||||||||||
Cash proceeds | 1,857,800 | |||||||||||||||||
Financing fee | $ 262,775 | |||||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | |||||||||||||||||
Debt conversion, description | Conversion price based on a formula corresponding to a discount (20% or 39% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2022 Convertible Notes establishes a fixed conversion price of $4.50 per share. | |||||||||||||||||
Convertible promissory notes | $ 2,120,575 | |||||||||||||||||
Promissory Notes Issued In Fiscal Year Two Thousand And Twenty Two [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 3 months | |||||||||||||||||
Debt interest rate | 9% | |||||||||||||||||
Promissory Notes Issued In Fiscal Year Two Thousand And Twenty Two [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 12 months | |||||||||||||||||
Debt interest rate | 20% | |||||||||||||||||
Promissory Notes Issued In Fiscal Year Two Thousand And Twenty Three [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Convertible promissory notes | 2,211,083 | 2,211,083 | ||||||||||||||||
Cash proceeds | 2,015,000 | |||||||||||||||||
Financing fee | $ 462,112 | |||||||||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | |||||||||||||||||
Debt conversion, description | Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2023 Convertible Notes establishes a fixed conversion price of $.50 per share and two of the 2023 Convertible Notes have a fixed conversion price of $.005 per share | |||||||||||||||||
Derivative liability | $ 0 | $ 0 | ||||||||||||||||
Promissory Notes Issued In Fiscal Year Two Thousand And Twenty Three [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 9 months | |||||||||||||||||
Debt interest rate | 9% | 9% | ||||||||||||||||
Promissory Notes Issued In Fiscal Year Two Thousand And Twenty Three [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument term | 12 months | |||||||||||||||||
Debt interest rate | 20% | 20% | ||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Shares issued in conjunction with convertible notes | $ 1,450,150 | |||||||||||||||||
Debt converted into common stock, shares | shares | 41 | |||||||||||||||||
Convertible Notes [Member] | Lender [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument principal amount | $ 150,000 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | ||
Measurement Input, Expected Term [Member] | Fair Value, Recurring [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | [1] | |||
Expected term | [2] | 0 years | ||
Measurement Input, Expected Term [Member] | Fair Value, Recurring [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected term | 5 months 23 days | |||
Measurement Input, Expected Term [Member] | Fair Value, Recurring [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected term | 5 years | |||
Measurement Input, Price Volatility [Member] | Fair Value, Recurring [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 280 | |||
Measurement Input, Price Volatility [Member] | Fair Value, Recurring [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 160 | |||
Measurement Input, Price Volatility [Member] | Fair Value, Recurring [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 302 | |||
Measurement Input, Expected Dividend Rate [Member] | Fair Value, Recurring [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 3.65 | |||
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Recurring [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 3.65 | |||
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Recurring [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 0.04 | |||
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Recurring [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative liability, measurement input | 1.24 | |||
[1]There is no excepted term on the convertible notes.[2]There is no excepted term on the convertible notes. |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||
Derivative liabilities | $ 0 | $ 0 | |||||
Fair value of Derivative Liability | $ 57,883 | ||||||
Change in fair value of derivative liability | $ 57,883 | $ 57,883 | $ 614,658 | ||||
Derivative liabilities | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 4,819,445 | $ 4,400,469 | $ 3,968,493 | ||
Interest Rate | 16% | ||||
Less debt discount and debt issuance cost | (1,354,031) | $ (377,111) | (476,727) | ||
Promissory notes payable | 3,465,414 | 4,023,358 | 3,491,766 | ||
Less current portion of Promissory notes payable | 2,100,549 | 918,785 | 1,720,777 | ||
Long-term Promissory notes payable | 1,364,865 | 3,104,573 | 1,770,989 | ||
Economic Injury Disaster Loan - Originated In May 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 500,000 | $ 500,000 | [1],[2] | 500,000 | [1],[2] |
Debt instrument term | 30 years | 30 years | [1],[2] | ||
Interest Rate | 3.75% | 3.75% | [1],[2] | ||
Promissory Note - Originated In September 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 20,182 | 50,456 | |||
Debt instrument term | 36 months | 36 months | |||
Interest Rate | 14% | 14% | |||
Periodic payment | $ 2,873.89 | $ 2,873.89 | |||
Promissory Note - Originated In December 2020 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 3,303 | $ 16,047 | 33,039 | ||
Debt instrument term | 36 months | 36 months | |||
Interest Rate | 8% | 8% | |||
Periodic payment | $ 1,854.41 | $ 1,854.41 | |||
Promissory Note - Originated In January 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 4,683 | $ 22,243 | 48,583 | ||
Debt instrument term | 36 months | 36 months | |||
Interest Rate | 18% | 18% | |||
Periodic payment | $ 2,675.89 | $ 2,675.89 | |||
Promissory Note - Originated In February 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 1,305,373 | $ 1,305,373 | [3] | 1,328,848 | [3] |
Debt instrument term | 5 years | 5 years | [3] | ||
Interest Rate | 4% | 4% | [3] | ||
Promissory Note - Originated In April 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 866,666 | $ 866,666 | [4] | 832,000 | [4] |
Debt instrument term | 1 year | 1 year | [4] | ||
Interest Rate | 12% | 12% | [4] | ||
Promissory Note - Originated In July 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 352,500 | $ 352,500 | [4] | 282,000 | [4] |
Debt instrument term | 1 year | 1 year | [4] | ||
Interest Rate | 12% | 12% | [4] | ||
Promissory Note - Originated In September 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 34,735 | $ 43,667 | 55,576 | ||
Debt instrument term | 60 months | 60 months | |||
Interest Rate | 28% | 28% | |||
Periodic payment | $ 1,383.56 | $ 1,383.56 | |||
Promissory Note Originated In April 2022 One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 60,418 | $ 73,204 | |||
Debt instrument term | 36 months | 168 days | |||
Interest Rate | 16% | 25% | |||
Periodic payment | $ 1,695.41 | $ 7,250 | |||
Promissory Note Originated In April 2022 Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 61,392 | 239,858 | |||
Debt instrument term | 168 days | ||||
Interest Rate | 25% | ||||
Periodic payment | $ 7,250 | ||||
Promissory Note Originated In June 2022 One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | 149,011 | ||||
Debt instrument term | 210 days | ||||
Interest Rate | 49% | ||||
Periodic payment | $ 20,995 | ||||
Promissory Note Originated In July 2022 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 45,575 | $ 54,557 | |||
Debt instrument term | 60 months | 60 months | |||
Interest Rate | 18% | 18% | |||
Periodic payment | $ 1,485.38 | $ 1,485.38 | |||
Promissory Note Originated In July 2022 Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 70,393 | 94,878 | |||
Debt instrument term | 36 months | ||||
Interest Rate | 10% | ||||
Periodic payment | $ 3,546.87 | ||||
Promissory Note Originated In August 2022 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 21,753 | $ 26,538 | |||
Debt instrument term | 60 months | 60 months | |||
Interest Rate | 8% | 8% | |||
Periodic payment | $ 589.92 | $ 589.92 | |||
Promissory Note Originated In October 2022 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 1,111,032 | $ 635,745 | |||
Debt instrument term | 30 days | 30 days | |||
Interest Rate | 66% | 66% | |||
Periodic payment | $ 1,749 | $ 1,749 | |||
Promissory Note Originated In January 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 4,660 | ||||
Debt instrument term | 36 months | ||||
Interest Rate | 25% | ||||
Periodic payment | $ 237.03 | ||||
Promissory Note Originated In March 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 50,543 | ||||
Debt instrument term | 60 months | ||||
Interest Rate | 18% | ||||
Periodic payment | $ 1,521.73 | ||||
Promissory Note Originated In March 2023 Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 12,189 | ||||
Debt instrument term | 36 months | ||||
Interest Rate | 17% | ||||
Periodic payment | $ 559.25 | ||||
Promissory Note Originated In April 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 21,115 | ||||
Debt instrument term | 12 months | ||||
Interest Rate | 12% | ||||
Periodic payment | $ 3,999 | ||||
Promissory Note Originated In April 2023 Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 25,709 | ||||
Debt instrument term | 12 months | ||||
Interest Rate | 6% | ||||
Periodic payment | $ 3,918.03 | ||||
Promissory Note Originated In May 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 250,000 | ||||
Debt instrument term | 3 months | ||||
Interest Rate | 29% | ||||
Promissory Note Originated In August 2023 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 17,406 | ||||
Debt instrument term | 36 months | ||||
Interest Rate | 14% | ||||
Promissory Note - Originated In December 2021 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | 406,300 | ||||
Debt instrument term | 196 days | ||||
Interest Rate | 49% | ||||
Periodic payment | $ 20,050 | ||||
Promissory Note - Originated In December 2021 One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | 241,716 | ||||
Debt instrument term | 196 days | ||||
Interest Rate | 4.94% | ||||
Periodic payment | $ 10,071.45 | ||||
Promissory Note - Originated In December 2021 Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | 189,975 | ||||
Debt instrument term | 80 days | ||||
Interest Rate | 7% | ||||
Periodic payment | $ 2,793.75 | ||||
Promissory Note Originated In April 2022 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | |||||
Debt instrument term | 36 months | ||||
Interest Rate | 16% | ||||
Periodic payment | $ 1,695.41 | ||||
Promissory Note Originated In June 2022 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 149,011 | ||||
Debt instrument term | 210 days | ||||
Interest Rate | 49% | ||||
Periodic payment | $ 20,995 | ||||
Promissory Note Originated In July 2022 One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory notes payable, Gross | $ 94,878 | ||||
Debt instrument term | 36 months | ||||
Interest Rate | 10% | ||||
Periodic payment | $ 3,546.87 | ||||
[1]On February 12, 2021, we issued notes payable of $ 1,404,000 1,094,691 186,156 866,666 April 22, 2022 352,500 July 27, 2022 16 125% 173,333 70,500 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 45,473 | $ 10,031 | ||||
Discount | $ 1,239,686 | $ 1,878,976 | 2,321,011 | 2,906,645 | ||
Interest expenses debt | 505,198 | 260,155 | ||||
Notes Payable, Other Payables [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 76,962 | $ 58,678 | 313,069 | 172,371 | ||
Discount | 215,065 | 301,884 | 695,011 | 927,505 | 2,537,167 | 2,082,875 |
Proceeds from notes payables | 4,840,215 | 6,094,051 | ||||
Debt discount | 1,381,970 | 1,716,825 | ||||
Repayment of notes payable | $ 4,408,240 | $ 4,577,578 | ||||
Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Discount | 18,096 | 20,965 | 1,671,868 | 1,381,970 | ||
Promissory notes issued | 18,096 | 431,112 | 1,617,868 | 4,840,215 | ||
Repaid amount | $ 205,737 | $ 1,472,919 | $ 1,252,955 | $ 4,408,240 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Warrants Outstanding Beginning balance, Shares | 267 | 245 | 10 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 13,242 | $ 16,716 | $ 12,000 |
Warrants Granted, Shares | 753,973 | 34 | 236 |
Warrants Granted, Weighted Average Exercise Price | $ 0.60 | $ 3,600 | $ 13,308 |
Warrants Exercised, Shares | 13 | 4 | |
Warrants Exercised, Weighted Average Exercise Price | $ 3,480 | ||
Warrants Forfeited/canceled, Shares | |||
Warrants Forfeited/canceled, Weighted Average Exercise Price | |||
Warrants Outstanding Ending balance, Shares | 754,240 | 267 | 245 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 8.03 | $ 13,242 | $ 16,716 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 754,240 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 7 months 2 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 5.09 | |||
Number of shares,Warrants Outstanding | 267 | 754,240 | 245 | 10 |
Weighted Average Exercise Price, Warrants Outstanding | $ 13,242 | $ 8.03 | $ 16,716 | $ 12,000 |
Warrant One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 10 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 2 months 12 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 96,000 | |||
Number of shares,Warrants Outstanding | 10 | |||
Weighted Average Remaining Contractual life (in years) | 2 years 11 months 12 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 96,000 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 12 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 6 months 21 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 72,000 | |||
Number of shares,Warrants Outstanding | 12 | |||
Weighted Average Remaining Contractual life (in years) | 3 years 3 months 21 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 72,000 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Three [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 26 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 years 9 months 25 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 21,600 | |||
Number of shares,Warrants Outstanding | 26 | |||
Weighted Average Remaining Contractual life (in years) | 3 years 6 months 25 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 21,600 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Four [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 5 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 21,600 | |||
Number of shares,Warrants Outstanding | 5 | |||
Weighted Average Remaining Contractual life (in years) | 3 years 9 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 21,600 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Five [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 55 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 18 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 5,929.10 | |||
Number of shares,Warrants Outstanding | 55 | |||
Weighted Average Remaining Contractual life (in years) | 3 years 9 months 18 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 5,928 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Six [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 124 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 2 months 23 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 4,464 | |||
Number of shares,Warrants Outstanding | 124 | |||
Weighted Average Remaining Contractual life (in years) | 4 years | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 4,464 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Seven [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 32 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 7 months 9 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 3,600 | |||
Number of shares,Warrants Outstanding | 34 | |||
Weighted Average Remaining Contractual life (in years) | 4 years 4 months 9 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 3,600 | |||
Number of shares,Warrants Exercisable | ||||
Weighted Average Exercise Price, Warrants Exercisable | ||||
Warrant Eight [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 3 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 3 years 7 months 9 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 3,600 | |||
Warrant Nine [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 270,833 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 9 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant Ten [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 250,000 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 9 months | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant Eleven [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 191,473 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 2 months 8 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 | |||
Warrant Twelve [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares,Warrants Outstanding | 41,667 | |||
Weighted Average Remaining Contractual life, Warrants Outstanding | 9 months 3 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.60 |
CAPITAL STOCK AND REVERSE STO_3
CAPITAL STOCK AND REVERSE STOCK SPLIT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 20, 2023 | Sep. 14, 2023 | Aug. 25, 2022 | Mar. 07, 2022 | Dec. 21, 2021 | Oct. 19, 2021 | Sep. 28, 2021 | Jul. 27, 2021 | Jul. 01, 2021 | Apr. 23, 2021 | Dec. 11, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Nov. 25, 2020 | Nov. 18, 2020 | Aug. 17, 2020 | Apr. 15, 2020 | Mar. 05, 2020 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||
Reverse stock split | 1-for-600 | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares authorized | 230,000 | 230,000 | 337,500 | 337,500 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 125,000,000 | 1,800,000,000 | 1,500,000,000 | 750,000,000 | 250,000,000 | ||||||||||||||||
Common stock, shares outstanding | 269,124 | 269,124 | 4,360 | 203 | ||||||||||||||||||||
Warrants exercised with cashless | 13 | 4 | ||||||||||||||||||||||
Common stock issued | 0 | 0 | 39 | |||||||||||||||||||||
Stock issued during period, value | $ (20,000) | $ 846,801 | ||||||||||||||||||||||
Accrued dividend | $ 104,631 | $ 104,631 | 40,149 | |||||||||||||||||||||
Amortization of debt discount | $ 1,239,686 | $ 1,878,976 | $ 2,321,011 | 2,906,645 | ||||||||||||||||||||
Capital Units, Authorized | 125,000,000 | |||||||||||||||||||||||
Common Stock, Voting Rights | All shares have equal voting rights, are non-assessable, and have one vote per share. | |||||||||||||||||||||||
Debt Issuance Costs, Gross | 10,000 | |||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 143,199 | |||||||||||||||||||||||
Common Stock Issued for Cashless Warrant | 2 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 7 months 2 days | 7 months 2 days | ||||||||||||||||||||||
Exercise price | $ 8.03 | $ 8.03 | $ 13,242 | $ 16,716 | $ 12,000 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 753,973 | 34 | 236 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||
Warrant One [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3,600 | $ 72,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 3 | 12 | ||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 21,600 | $ 21,600 | $ 72,000 | $ 3,600 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 5 | 26 | 12 | 32 | ||||||||||||||||||||
Warrant [Member] | Secured Promissory Note [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 282,000 | $ 282,000 | $ 832,000 | |||||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 2 | |||||||||||||||||||||||
Shares Issued for Conversion of Debt [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 41 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||||
Shares issued during the period, new issues | 1,552 | |||||||||||||||||||||||
Stock issued during period, value | $ 931,000 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 600 | |||||||||||||||||||||||
Coomon Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued | 10 | |||||||||||||||||||||||
Common Stock Issued for Cashless Warrant | 2 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 96,000 | |||||||||||||||||||||||
Coomon Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 1,000,000 | |||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 81,000 | |||||||||||||||||||||||
Holders [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Warrants outstanding | 2 | |||||||||||||||||||||||
Loss on settlement in exchange of warrants | $ 100,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,394 | 205 | 21,428 | 481 | 1,665 | 41 | ||||||||||||||||||
Stock issued for adjustment to investors | 77,010 | |||||||||||||||||||||||
Stock-based compensation | 536 | |||||||||||||||||||||||
Acquisition of assets | 165,290 | 165,290 | ||||||||||||||||||||||
Common stock, shares issued | 269,124 | 269,124 | 4,360 | |||||||||||||||||||||
Common stock, shares outstanding | 269,124 | 269,124 | 4,360 | |||||||||||||||||||||
Shares issued during the period, new issues | 17 | |||||||||||||||||||||||
Stock issued during period, value | $ 10 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 11 | 11 | 2 | |||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 635 | 636 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 180 | 180 | 30 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 256 | 83 | ||||||||||||||||||||||
Shares issued | 30 | 2 | ||||||||||||||||||||||
Cash pursuant subscribed | 1,552 | |||||||||||||||||||||||
Common Stock [Member] | Shares Issuance for Cash [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued during the period, new issues | 17 | |||||||||||||||||||||||
Stock issued during period, value | $ 1,000,000 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued | 21 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4,464 | $ 21,600 | $ 4,800,000 | |||||||||||||||||||||
Increase in Warrants | 38 | |||||||||||||||||||||||
Shares exercisable | 38 | |||||||||||||||||||||||
Exercise price | $ 48,960 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 124 | 67 | ||||||||||||||||||||||
Warrant [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 555,555 | $ 444,444 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 | 150,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Shares issued as loan fee | 1.6 | |||||||||||||||||||||||
Preferred stock, voting rights | entitled to vote 15,000 shares of Common Stock on all matters submitted to a vote by holders of Common Stock | |||||||||||||||||||||||
Preferred stock, shares outstanding | 149,892 | 149,892 | 149,892 | 150,000 | ||||||||||||||||||||
Preferred stock, shares issued | 149,892 | 149,892 | 149,892 | 150,000 | ||||||||||||||||||||
Number of Common Shares equivalent | 25 | |||||||||||||||||||||||
Conversion of Stock, Shares Issued | 108,000 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Number of Shares holds | 149,892 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 80,000 | 80,000 | 80,000 | 80,000 | ||||||||||||||||||||
Preferred stock, par value | $ 10 | $ 10 | $ 10 | $ 0.001 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 29,750 | ||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 29,750 | ||||||||||||||||||||
Preferred stock, description | As of September 30, 2023, we are authorized to issue 80,000 of Series A Preferred Stock with par value of $10.00. Each share of Series B Preferred Stock (i) is convertible into Common Stock at a price per share equal to sixty one percent (61%) of the lowest price for our Common Stock during the twenty (20) days of trading preceding the date of the conversion; (ii) earns dividends at the rate of nine percent (9%) per annum; and, (iii) has no voting rights | Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) is convertible into Common stock at a price per share equal to sixty one percent (61%) of the lowest price for our Common stock during the twenty (20) days of trading preceding the date of the conversion; (iii) earns dividends at the rate of nine percent (9%) per annum; and, (iv) has no voting rights. | ||||||||||||||||||||||
Shares issued during the period, new issues | 7,875 | |||||||||||||||||||||||
Stock issued during period, value | $ 78,750 | |||||||||||||||||||||||
Financing fees | $ 3,750 | |||||||||||||||||||||||
Shares redeemed, shares | 37,625 | |||||||||||||||||||||||
Shares redeemed, value | $ 487,730 | |||||||||||||||||||||||
Accrued dividend | 104,631 | |||||||||||||||||||||||
Amortization of debt discount | $ 22,439 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 30 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees Consultants and Advisors [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Options outstanding, balance beginning | 1,442 | ||
Options outstanding, balance beginning | $ 1,002 | ||
Options outstanding, grants | 8,322 | ||
Weighted-Average exercise price, grants | $ 25.23 | $ 804 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | |||
Weighted-Average exercise price, exercised | |||
Options outstanding, cancelled | 1 | ||
Weighted-Average exercise price, cancelled | $ 40,400 | $ 40,400 | |
Options Outstanding, Balance Ending | 9,765 | 1,442 | |
Weighted-Average exercise price, balance ending | $ 173.61 | $ 1,002 | |
Options outstanding, exercised | |||
Options outstanding, cancelled | (1) | ||
Revision of Prior Period, Adjustment [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Options outstanding, balance beginning | 1,443 | 3 | 1 |
Options outstanding, balance beginning | $ 465,558 | $ 465,558 | |
Options outstanding, grants | 1,442 | 2 | |
Weighted-Average exercise price, grants | $ 182,664 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | |||
Weighted-Average exercise price, exercised | |||
Options outstanding, cancelled | 2 | ||
Weighted-Average exercise price, cancelled | |||
Options Outstanding, Balance Ending | 1,443 | 3 | |
Weighted-Average exercise price, balance ending | $ 465,558 | ||
Options outstanding, exercised | |||
Options outstanding, cancelled | (2) |
SCHEDULE OF STOCK OPTIONS VESTE
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding | 9,765 | 1,443 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 8 years 5 months 4 days | 4 years 10 months 6 days |
Weighted-Average Exercise Price, Outstanding | $ 1,459.50 | $ 924 |
Number of Options, Exercisable | 990 | 1,150 |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 9 years 3 months 21 days | 4 years 9 months 29 days |
Weighted-Average Exercise Price, Exercisable | $ 247.56 | $ 1,002 |
Number of Options, Expected to vest | 1,637 | 1,443 |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 8 years 5 months 4 days | 4 years 10 months 6 days |
Weighted-Average Exercise Price, Expected to vest | $ 1,459.50 | $ 924 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 13 | 4 | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock,Beginning balance, Shares | 538 | ||
Restricted stock,Beginning balance, Shares | $ 282,659 | ||
Number of Restricted Stock, Shares of restricted stock granted | 11,750 | ||
Shares of restricted stock granted | $ 270,000 | ||
Number of Restricted Stock, Exercised | 1,036 | ||
Exercised | $ 15,761 | ||
Number of Restricted Stock, Cancelled | |||
Cancelled | |||
Restricted stock, Ending balance, Shares | 13,324 | 538 | |
Restricted stock, Ending balance, Shares | $ 237,659 | $ 282,659 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | |||
Restricted Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock,Beginning balance, Shares | 538 | 2 | 1 |
Restricted stock,Beginning balance, Shares | $ 135,383,400 | $ 383,532 | $ 449,334 |
Number of Restricted Stock, Shares of restricted stock granted | 536 | 1 | |
Shares of restricted stock granted | $ 135,000,000 | $ 247,998 | |
Exercised | |||
Number of Restricted Stock, Cancelled | |||
Cancelled | |||
Restricted stock, Ending balance, Shares | 538 | 2 | |
Restricted stock, Ending balance, Shares | $ 135,383,400 | $ 383,532 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD (Details) - Restricted Stock [Member] - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Restricted Stock Awards, Vested | 1,036 | 2 | 2 |
Number of Restricted Stock Awards, Non-vested | 11,250 | 536 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation and non-vested | $ 381,547 | $ 381,547 | |
Vesting term | one-year or two-year anniversary date of the grant | ||
Weighted average granted date fair value stock options granted | $ 1.34 | $ 299 | |
Fair value of option vested | $ 1,341,002 | $ 414,902 | |
Maximum [Member] | Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, expiration term | 10 years | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, vesting period | 1 year | ||
Unrecognized compensation and non-vested | $ 641,248 | $ 381,547 | |
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, expiration term | 10 years | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, vesting period | 1 year | ||
Unrecognized compensation and non-vested | $ 0 | $ 0 | |
Restricted Stock [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, expiration term | 10 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 14, 2020 | Jan. 31, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 16, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Operating Expenses | $ 1,505,454 | $ 1,598,513 | $ 4,638,315 | $ 4,868,325 | $ 5,784,408 | $ 5,699,845 | |||
Due to related party | 112,062 | 247,366 | |||||||
Payments to Acquire Businesses, Gross | 100,000 | 250,000 | 250,000 | ||||||
Notes payable | 3,465,414 | 3,465,414 | 4,023,358 | 3,491,766 | |||||
Repayments of Notes Payable | 1,252,955 | 3,430,411 | 4,408,240 | 4,577,578 | |||||
Proceeds from Related Party Debt | 318,447 | $ 224,778 | 299,280 | 366,943 | |||||
Asset Purchase Agreement [Member] | DMB Group LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable | 0 | 405,382 | $ 940,000 | ||||||
Repayments of Notes Payable | 124,985 | 281,638 | |||||||
Interest expenses | 1,240 | 9,992 | |||||||
Series A Preferred Stock [Member] | Share Settlement Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for cash, shares | 144,000 | ||||||||
Mr. Remillard [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 100 | ||||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ 370,509 | 370,509 | 112,062 | 247,366 | |||||
Related Party [Member] | Asset Purchase Agreement [Member] | DMB Group LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ 97,689 | ||||||||
Mr. Remillard [Member] | Myriad Software Productions, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 1,500,000 | ||||||||
Payments to Acquire Businesses, Gross | 50,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 250,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,200,000 | ||||||||
Mr. Remillard [Member] | Myriad Software Productions, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 100% | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Loans | 73,200 | ||||||||
Operating Expenses | 90,247 | 167,653 | 135,793 | ||||||
Repayments of Debt | 60,000 | 602,237 | 399,169 | ||||||
Proceeds from Related Party Debt | $ 299,281 | $ 231,150 | |||||||
Chief Financial Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Loans | $ 150,000 |
SUMMARY OF DEFERRED REVENUE (_2
SUMMARY OF DEFERRED REVENUE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Current | $ 1,619,711 | $ 1,704,249 | $ 1,035,185 |
Non-current | 330,540 | 788,902 | 573,411 |
Deferred revenue | $ 1,950,251 | $ 2,493,151 | $ 1,608,596 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
2023 | $ 10,341 | ||
Thereafter | |||
Total finance lease payment | 10,341 | ||
Less: Imputed interest | (5,300) | ||
Finance lease liabilities | 5,041 | ||
Finance lease liability | 10,341 | $ 72,768 | |
Finance lease liability - non-current | $ 10,341 |
SCHEDULE OF FINANCE LEASE ASSET
SCHEDULE OF FINANCE LEASE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finance lease assets | $ 267,284 | $ 267,284 |
Accumulated depreciation | (258,506) | (192,928) |
Finance lease assets, net of accumulated depreciation | $ 8,778 | $ 74,356 |
SCHEDULE OF CHANGES IN DERIVATI
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Platform Operator, Crypto-Asset [Line Items] | ||||||
Derivative liability as of December 31, 2021 | $ 0 | |||||
Change in derivative liabilities recognized as loss on derivative | $ (57,883) | $ (57,883) | $ (614,658) | |||
Derivative liability as of December 31, 2022 | 0 | |||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Platform Operator, Crypto-Asset [Line Items] | ||||||
Derivative liability as of December 31, 2021 | ||||||
Addition of new derivatives recognized as debt discounts | 390,000 | |||||
Addition of new derivatives recognized as day-one loss | 57,883 | 559,939 | ||||
Derivative liabilities settled upon conversion of convertible note | (57,883) | (1,004,658) | ||||
Change in derivative liabilities recognized as loss on derivative | 54,719 | |||||
Derivative liability as of December 31, 2022 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 12, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Short-Term Debt [Line Items] | |||||||||
Note payable issued for settlement of License fee payable | $ 1,404,000 | ||||||||
License fee payable | $ 1,094,691 | ||||||||
Loss on settlement of debt | $ 5,468 | $ 4,909,549 | $ 186,156 | ||||||
Promissory notes payable, Gross | 4,819,445 | 4,819,445 | $ 4,400,469 | 3,968,493 | |||||
Interest Rate | 16% | ||||||||
Debt instrument interest rate, increase | 125% | ||||||||
Debt instrument principal, increase | $ 173,333 | ||||||||
Accrued interest | 70,500 | ||||||||
Promissory Note - Originated In April 2021 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Promissory notes payable, Gross | $ 866,666 | $ 866,666 | $ 866,666 | [1] | 832,000 | [1] | |||
Maturity date | Apr. 22, 2022 | ||||||||
Interest Rate | 12% | 12% | 12% | [1] | |||||
Promissory Note - Originated In July 2021 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Promissory notes payable, Gross | $ 352,500 | $ 352,500 | $ 352,500 | [1] | $ 282,000 | [1] | |||
Maturity date | Jul. 27, 2022 | ||||||||
Interest Rate | 12% | 12% | 12% | [1] | |||||
[1]Note payable with outstanding balance of $ 866,666 April 22, 2022 352,500 July 27, 2022 16 125% 173,333 70,500 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Warrants Outstanding Beginning balance, Shares | 267 | 245 | 10 |
Warrants Outstanding Beginning balance, Weighted Average Exercise Price | $ 13,242 | $ 16,716 | $ 12,000 |
Warrants Granted, Shares | 753,973 | 34 | 236 |
Warrants Granted, Weighted Average Exercise Price | $ 0.60 | $ 3,600 | $ 13,308 |
Warrants Reset feature, Shares | |||
Warrants Reset feature, Weighted Average Exercise Price | |||
Warrants Exercised, Shares | (13) | (4) | |
Warrants Exercised, Weighted Average Exercise Price | $ 3,480 | ||
Warrants Forfeited/canceled, Shares | |||
Warrants Forfeited/canceled, Weighted Average Exercise Price | |||
Warrants Outstanding Ending balance, Shares | 754,240 | 267 | 245 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ 8.03 | $ 13,242 | $ 16,716 |
BUSINESS DESCRIPTION (Details N
BUSINESS DESCRIPTION (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 20, 2023 | Sep. 14, 2023 | Mar. 07, 2022 | Jan. 19, 2022 | Jul. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 20, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Entity date of incorporation | May 04, 1998 | May 04, 1998 | ||||||||
Payments to acquire businesses, gross | $ 100,000 | $ 250,000 | $ 250,000 | |||||||
Notes payable | $ 3,465,414 | $ 4,023,358 | $ 3,491,766 | |||||||
Reverse stock splits description | 1-for-600 | 1-for-600 | 1-for-8 | 1-for-2,000 | Effective March 7, 2022 and July 1, 2021, we effected an 8 for 1 and 2,000 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”) | |||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Business combination, consideration transferred | $ 3,400,000 | |||||||||
Payments to acquire businesses, gross | 250,000 | |||||||||
Payment for contingent consideration liability, investing activities | 250,000 | |||||||||
Outstanding cash | 500,000 | |||||||||
Repayments of obligation related to equivalent | 2,400,000 | |||||||||
Common stock shares issued | 380,952 | |||||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Notes payable | $ 2,900,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 6,326,000 | $ 4,685,000 |
Valuation allowance | (6,326,000) | (4,685,000) |
Net deferred tax asset |
SCHEDULE OF STATUTORY FEDERAL I
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE LOSSES BEFORE INCOME TAX (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Loss for the year | $ (1,979,676) | $ (1,582,720) | $ (2,628,029) | $ (5,862,251) | $ (9,713,467) | $ (6,475,154) |
Income tax (recovery) at statutory rate | (2,040,000) | (1,360,000) | ||||
State income tax expense, net of federal tax effect | (194,000) | (130,000) | ||||
Permanent difference and other | 593,000 | 819,000 | ||||
Change in valuation allowance | 1,641,000 | 671,000 | ||||
Income tax expense per books |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS FOR STOCK OPTIONS GRANTED (Details) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Expected term (years) | 5 years | 5 years 8 months 26 days |
Expected stock price volatility | 280.82% | 296.25% |
Weighted-average risk-free interest rate | 3.65% | 0.62% |
Expected dividend | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase (decrease) | $ 1,641,000 |
Net operating and economic loss carryforwards | $ 26,030,830 |
Federal income tax rate | 21% |
State income tax rate | 2% |
Change in effective tax rate | 0% |
SUMMARY OF INTEREST EXPENSE (De
SUMMARY OF INTEREST EXPENSE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense - convertible notes | $ 2,884,571 | $ 131,623 | ||||
Interest expense | $ 983,100 | $ 796,057 | $ 4,947,656 | $ 2,833,126 | 5,979,456 | 3,334,413 |
Finance lease | 7,047 | 15,967 | ||||
Other | 45,473 | 10,031 | ||||
Amortization of debt discount | 2,537,167 | 2,906,645 | ||||
Nonrelated Party [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense | 505,198 | 260,155 | ||||
Related Party [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense | $ 9,992 |
SCHEDULE OF ERROR CORRECTIONS (
SCHEDULE OF ERROR CORRECTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of debt discount | $ 1,239,686 | $ 1,878,976 | $ 2,321,011 | $ 2,906,645 |
Stock based compensation | 1,044,680 | |||
Accounts payable and accrued liabilities | 1,877,179 | 675,723 | 916,254 | (291,922) |
Interest payable | 2,193,853 | |||
Net Cash used in Operating Activities | 520,787 | (284,919) | (1,252,650) | (855,540) |
Proceeds from convertible notes issued | 1,067,631 | 1,257,800 | 2,027,570 | 1,482,000 |
Repayment on convertible notes | (771,718) | |||
Proceeds from issuance of notes payable | 2,516,912 | 3,458,247 | 4,377,226 | |
Proceeds from related parties | 299,280 | |||
Finance lease payments | (10,341) | (57,325) | (78,268) | (90,565) |
Net cash provided by Financing Activities | $ (232,086) | $ (142,190) | 610,557 | $ 2,140,021 |
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of debt discount | 2,512,725 | |||
Stock based compensation | 1,044,691 | |||
Accounts payable and accrued liabilities | 923,107 | |||
Interest payable | 361,588 | |||
Net Cash used in Operating Activities | (2,886,337) | |||
Proceeds from convertible notes issued | 1,747,680 | |||
Repayment on convertible notes | 1,146,359 | |||
Proceeds from issuance of notes payable | 3,448,246 | |||
Proceeds from related parties | 229,281 | |||
Finance lease payments | (72,768) | |||
Net cash provided by Financing Activities | 2,244,244 | |||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization of debt discount | (191,714) | |||
Stock based compensation | (11) | |||
Accounts payable and accrued liabilities | (6,853) | |||
Interest payable | 1,832,265 | |||
Net Cash used in Operating Activities | 1,633,687 | |||
Proceeds from convertible notes issued | 279,890 | |||
Repayment on convertible notes | (1,918,077) | |||
Proceeds from issuance of notes payable | 10,001 | |||
Proceeds from related parties | (1) | |||
Finance lease payments | (5,500) | |||
Net cash provided by Financing Activities | $ (1,633,687) |
SUBSEQUENT RETROSPECTIVE STOC_2
SUBSEQUENT RETROSPECTIVE STOCK SPLIT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 20, 2023 | Feb. 17, 2023 | Feb. 06, 2023 | Feb. 01, 2023 | Jan. 24, 2023 | Jan. 20, 2023 | Jan. 16, 2023 | Jan. 09, 2023 | Jan. 04, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 18, 2020 | |
Common stock conversion basis | every 600 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 | ||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 70,500 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 160 | ||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 827,106 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 108 | $ 108 | $ 18 | ||||||||||
Stock Issued During Period, Shares, Conversion of Units | 180 | 180 | 30 | ||||||||||
Subsequent Event [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | ||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 150 | ||||||||||||
Subsequent Event [Member] | Mast Hill Fund [Member] | |||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 21,638 | $ 13,023 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 4,197 | $ 14,949 | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | 298 | 275 | |||||||||||
Subsequent Event [Member] | Westland Properties L L C [Member] | Common Stock [Member] | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 15,000 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 198 | ||||||||||||
G S Capital Partners L L C [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 15,000 | ||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,209 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 163 | ||||||||||||
Westland Properties L L C [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 15,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 139 | ||||||||||||
Root Ventures L L C [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 23,027 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 233 | ||||||||||||
Fast Capital L L C [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 20,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 233 |