Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30542 | |
Entity Registrant Name | DATA443 RISK MITIGATION, INC. | |
Entity Central Index Key | 0001068689 | |
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 | 858-6542 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 313,966 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | |
Current assets | |||
Cash | $ 47,580 | $ 84,570 | |
Accounts receivable, net | 36,510 | 309,768 | |
Prepaid expense and other current assets | 48,335 | 29,467 | |
Total current assets | 132,425 | 423,805 | |
Property and equipment, net | 321,235 | 409,525 | |
Operating lease right-of-use assets, net | 181,863 | 322,616 | |
Advance payment for acquisition | 2,726,188 | 2,726,188 | |
Intellectual property, net of accumulated amortization | 3,162,316 | 3,525,816 | |
Deposits | 46,476 | 45,673 | |
Total Assets | 6,570,503 | 7,453,623 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 4,511,468 | 3,360,469 | |
Deferred revenue | 1,616,031 | 1,627,572 | |
Interest payable | 1,941,011 | 1,352,227 | |
Notes payable, net of unamortized discount | 3,299,271 | 3,704,326 | |
Convertible notes payable, net of unamortized discount | 3,652,197 | 3,047,388 | |
Operating lease liability | 181,863 | 357,656 | |
Finance lease liability | 10,341 | 10,341 | |
Total Current Liabilities | 15,509,184 | 13,801,416 | |
Series B Preferred Stock, 80,000 shares designated; $0.001 par value; Stated value $10.00, 0 and 0 shares issued and outstanding, net of discount, respectively | |||
Notes payable, net of unamortized discount - non-current | 1,553,390 | 1,355,132 | |
Convertible notes payable, net of unamortized discount - non-current | 97,946 | 97,946 | |
Deferred revenues - non-current | 90,303 | 195,997 | |
Total Liabilities | 17,250,823 | 15,450,491 | |
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 149,892 shares issued and outstanding, respectively | 150 | 150 | |
Common stock: 500,000,000 authorized; $0.001 par value 313,966 and 272,874 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | [1] | 61,618 | 61,564 |
Additional paid in capital | 48,054,704 | 47,598,254 | |
Accumulated deficit | (58,796,792) | (55,656,836) | |
Total Stockholders’ Deficit | (10,680,320) | (7,996,868) | |
Total Liabilities and Stockholders’ Deficit | 6,570,503 | 7,453,623 | |
Related Party [Member] | |||
Current Liabilities | |||
Due to a related party | $ 297,002 | $ 341,437 | |
[1]Reflects retrospectively the 1-for-600 reverse stock split |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Preferred stock, shares authorized | 337,500 | 337,500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 313,966 | 272,874 |
Common stock, shares outstanding | 313,966 | 272,874 |
Reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”). | |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 80,000 | 80,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 10 | $ 10 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 149,892 |
Preferred stock, shares outstanding | 149,892 | 149,892 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,149,085 | $ 619,040 | $ 2,660,143 | $ 1,998,846 |
Cost of revenue | 807,071 | 244,881 | 1,420,029 | 453,863 |
Gross profit | 342,014 | 374,159 | 1,240,114 | 1,544,983 |
Operating expenses | ||||
General and administrative | 1,004,497 | 1,635,499 | 2,177,801 | 3,036,308 |
Sales and marketing | 91,302 | 64,379 | 376,411 | 96,553 |
Total operating expenses | 1,095,799 | 1,699,878 | 2,554,212 | 3,132,861 |
Loss from operations | (753,785) | (1,325,719) | (1,314,098) | (1,587,878) |
Other income (expense) | ||||
Interest expense | (755,446) | (3,488,822) | (1,821,338) | (3,964,556) |
Gain (loss) on settlement of debt | 4,904,081 | 4,904,081 | ||
Gain (loss) on foreign currency exchange | (1,566) | (4,520) | ||
Total other expense | (757,012) | 1,415,259 | (1,825,858) | 939,525 |
Income/(loss) before income taxes | (1,510,797) | 89,540 | (3,139,956) | (648,353) |
Provision for income taxes | ||||
Net income/(loss) | (1,510,797) | 89,540 | (3,139,956) | (648,353) |
Dividend on Series B Preferred Stock | ||||
Net income/(loss) attributable to common stockholders | $ (1,510,797) | $ 89,540 | $ (3,139,956) | $ (648,353) |
Basic income/(loss) per Common Share | $ (5.01) | $ 1.88 | $ (10) | $ (23.69) |
Diluted income/(loss) per Common Share | $ (5.01) | $ 1.88 | $ (10) | $ (23.69) |
Basic weighted average number of common shares outstanding | 301,721 | 47,517 | 313,966 | 27,372 |
Diluted weighted average number of common shares outstanding | 301,721 | 47,517 | 313,966 | 27,372 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 20, 2023 | Jun. 30, 2024 | |
Income Statement [Abstract] | |||
Reverse stock split | 1-for-600 reverse stock split | 1-for-600 reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 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 Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 150 | $ 2,611 | $ 42,642,514 | $ (51,412,128) | $ (8,766,853) |
Balance, shares at Dec. 31, 2022 | 149,892 | 4,360 | |||
Common stock issued for conversion of debt | $ 10,808 | 321,784 | 332,592 | ||
Common stock issued for conversion of debt, shares | 18,013 | ||||
Stock-based compensation | $ 322 | 565,249 | 565,571 | ||
Stock-based compensation, shares | 536 | ||||
Net income (loss) | (648,353) | (648,353) | |||
Subscription of stock for cash | 20,000 | 20,000 | |||
Common stock issued for adjustment to PPM investors | $ 45,619 | (45,619) | |||
Common stock issued for adjustment to PPM investors, shares | 76,031 | ||||
Balance at Jun. 30, 2023 | $ 150 | $ 59,360 | 43,503,928 | (52,060,481) | (8,497,043) |
Balance, shares at Jun. 30, 2023 | 149,892 | 98,940 | |||
Balance at Mar. 31, 2023 | $ 150 | $ 6,742 | 42,982,226 | (52,150,021) | (9,160,903) |
Balance, shares at Mar. 31, 2023 | 149,892 | 11,245 | |||
Common stock issued for conversion of debt | $ 6,677 | 95,926 | 102,603 | ||
Common stock issued for conversion of debt, shares | 11,128 | ||||
Stock-based compensation | $ 322 | 451,395 | 451,717 | ||
Stock-based compensation, shares | 536 | ||||
Net income (loss) | 89,540 | 89,540 | |||
Subscription of stock for cash | 20,000 | 20,000 | |||
Common stock issued for adjustment to PPM investors | $ 45,619 | (45,619) | |||
Common stock issued for adjustment to PPM investors, shares | 76,031 | ||||
Balance at Jun. 30, 2023 | $ 150 | $ 59,360 | 43,503,928 | (52,060,481) | (8,497,043) |
Balance, shares at Jun. 30, 2023 | 149,892 | 98,940 | |||
Balance at Dec. 31, 2023 | $ 150 | $ 61,564 | 47,598,254 | (55,656,836) | (7,996,868) |
Balance, shares at Dec. 31, 2023 | 149,892 | 272,874 | |||
Common stock issued for conversion of debt | $ 41 | 52,964 | 53,005 | ||
Common stock issued for conversion of debt, shares | 41,092 | ||||
Stock-based compensation | $ 13 | 403,486 | 403,499 | ||
Stock-based compensation, shares | |||||
Net income (loss) | (3,139,956) | (3,139,956) | |||
Balance at Jun. 30, 2024 | $ 150 | $ 61,618 | 48,054,704 | (58,796,792) | (10,680,320) |
Balance, shares at Jun. 30, 2024 | 149,892 | 313,966 | |||
Balance at Mar. 31, 2024 | $ 150 | $ 61,584 | 47,810,380 | (57,285,995) | (9,413,881) |
Balance, shares at Mar. 31, 2024 | 149,892 | 286,343 | |||
Common stock issued for conversion of debt | $ 27 | 29,973 | 30,000 | ||
Common stock issued for conversion of debt, shares | 27,623 | ||||
Stock-based compensation | $ 7 | 214,351 | 214,358 | ||
Stock-based compensation, shares | |||||
Net income (loss) | (1,510,797) | (1,510,797) | |||
Balance at Jun. 30, 2024 | $ 150 | $ 61,618 | $ 48,054,704 | $ (58,796,792) | $ (10,680,320) |
Balance, shares at Jun. 30, 2024 | 149,892 | 313,966 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) (Parenthetical) | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 20, 2023 | Jun. 30, 2024 | |
Statement of Stockholders' Equity [Abstract] | |||
Reverse stock split | 1-for-600 reverse stock split | 1-for-600 reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 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 (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (1,510,797) | $ 89,540 | $ (3,139,956) | $ (648,353) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Gain on settlement of debt | (4,904,081) | (4,904,081) | |||
Stock-based compensation expense | 403,499 | 565,571 | |||
Depreciation and amortization | 451,790 | 340,550 | |||
Amortization of debt discount | 1,005,296 | 625,783 | |||
Right of use asset amortization | 140,753 | (74,292) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 273,258 | 28,831 | |||
Prepaid expenses and other assets | (18,868) | (181,955) | |||
Accounts payable and accrued liabilities | 1,150,999 | 1,189,069 | |||
Deferred revenue | (117,235) | (163,531) | |||
Lease liability | (175,793) | ||||
Interest payable | 594,331 | 3,398,326 | |||
Deposits | (803) | ||||
Net Cash provided by Operating Activities | 567,271 | 175,918 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (167,427) | ||||
Net Cash used in Investing Activities | (167,427) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of convertible notes payable | 310,910 | 564,070 | |||
Repayment of convertible notes payable | (300,652) | (146,663) | |||
Proceeds from stock subscription | 20,000 | ||||
Finance lease payments | (10,341) | ||||
Proceeds from issuance of notes payable | 417,427 | ||||
Repayment of notes payable | (570,084) | (1,047,218) | |||
Proceeds from related parties | 155,862 | 229,426 | |||
Repayment to related parties | (200,297) | (21,000) | |||
Net Cash used in Financing Activities | (604,261) | 5,701 | |||
Net change in cash | (36,990) | 14,192 | |||
Cash, beginning of period | 84,570 | 1,712 | $ 1,712 | ||
Cash, end of period | $ 47,580 | $ 15,904 | 47,580 | 15,904 | $ 84,570 |
Supplemental cash flow information | |||||
Cash paid for interest | 701,427 | 408,160 | |||
Non-cash Investing and Financing transactions: | |||||
Settlement of convertible notes payable through issuance of common stock | $ 53,005 | $ 332,592 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada May 4, 1998 The Company delivers 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 September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”). 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, 2023 and notes thereto and other pertinent information contained in our Form 10-K as filed with the SEC on April 16, 2024. The results of operations for the three months and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024. Basis of Consolidation The accompanying unaudited consolidated financial statements as of June 30, 2024 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 presentation. These reclassifications had no impact on net earnings (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 credit loss. For the three months ended June 30, 2024, and June 30, 2023, we recorded bad debt expense of $ 0 0 Stock-Based Compensation Employees Nonemployees We recorded approximately $ 403,486 565,571 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 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 six months ended June 30, 2024 and 2023, 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 2024 2023 Six Months Ended June 30, 2024 2023 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options (1) 864,887 4,730 Warrants (1) 754,200 264 Total 151,610,027 149,896,994 (1) Reflects retrospectively the 1-for-600 reverse stock split Recently Adopted Accounting Guidance In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s 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. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
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 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2024 | |
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: SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT June 30, December 31, 2024 2023 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,053,193 1,053,193 Property and equipment, gross 1,059,296 1,059,296 Accumulated depreciation (738,061 ) (649,771 ) Property and equipment, net of accumulated depreciation $ 321,235 $ 409,525 Depreciation expense for the six months ended June 30, 2024 and 2023, was $ 88,290 91,216 During the six months ended June 30, 2024 and 2023, we purchased property and equipment of $- 0 167,427 |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 December 31, 2023 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 60,000 Resilient Network Systems 305,000 305,000 Cyren Engines 3,500,000 3,500,000 Intellectual property, gross 8,729,851 8,729,851 Accumulated amortization (5,567,535 ) (5,204,035 ) Impairment - - Intellectual property, net of accumulated amortization $ 3,162,316 $ 3,525,816 We recognized amortization expense of $ 365,500 249,334 Based on the carrying value of definite-lived intangible assets as of June 30, 2024, 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 2024 (excluding the six months ended June 30, 2024) 545,250 2025 534,000 2026 700,000 2027 700,000 2028 683,066 Total 3,162,316 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
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: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2024 2023 Accounts payable $ 2,975,096 $ 2,004,462 Credit cards 75,240 81,055 Accrued liabilities 1,461,132 1,274,952 Accounts payable and accrued liabilities $ 4,511,468 $ 3,360,469 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 6: DEFERRED REVENUE For the six months ended June 30, 2024 and as of December 31, 2023, changes in deferred revenue were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE June 30, December 31, 2024 2023 Balance, beginning of period $ 1,823,569 $ 2,493,151 Deferral of revenue 1,224,920 1,912,729 Recognition of deferred revenue (1,342,155 ) (2,582,311 ) Balance, end of period $ 1,706,334 $ 1,823,569 As of June 30, 2024 and December 31, 2023, deferred revenue is classified as follows: SCHEDULE OF DEFERRED REVENUE June 30, December 31, 2024 2023 Current $ 1,616,031 $ 1,627,572 Non-current 90,303 195,997 Deferred revenue $ 1,706,334 $ 1,823,569 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
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 April 30, 2024 We recognized total lease expense of approximately $ 164,432 146,994 29,467 At June 30, 2024, 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, 2024 (excluding the six months ended June 30, 2024) 187,205 Thereafter - Total lease payment Less: Imputed interest (5,342 ) Operating lease liabilities 181,863 Operating lease liability - current 181,863 Operating lease liability - non-current $ - The following summarizes other supplemental information about our operating leases as of June 30, 2024: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 12 % Weighted average remaining lease term (years) .50 Financing leases We lease computer and hardware under non-cancellable finance leases. The term of those finance leases is 3 12 10,341 10,341 0 0 0 At June 30, 2024, future minimum lease payments under the finance lease obligations, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2024 10,341 Thereafter - Total lease payment 10,341 Less: Imputed interest - Finance lease liabilities 10,341 Finance lease liability 10,341 Finance lease liability - non-current $ - As of June 30, 2024 and December 31 2023, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS June 30, December 31, 2024 2023 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (267,284 ) (267,284 ) Finance lease assets, net of accumulated depreciation $ - $ - |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8: CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, December 31, 2024 2023 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 508,440 508,440 Convertible Notes - Issued in fiscal year 2022 1,108,801 1,201,083 Convertible Notes - Issued in fiscal year 2023 1,966,906 2,067,893 Convertible Notes - Issued in fiscal year 2024 132,043 - Convertible notes payable, Gross 3,814,136 3,875,362 Less debt discount and debt issuance cost (63,993 ) (730,028 ) Convertible notes payable 3,750,143 3,145,334 Less current portion of convertible notes payable 3,652,197 3,047,388 Long-term convertible notes payable $ 97,946 $ 97,946 During the six months ended June 30, 2024 and 2023, we recognized interest expense of $ 307,047 3,964,556 730,882 145,837 Conversion During the six months ended June 30, 2024, we converted notes with principal amounts, accrued interest and fees of $ 53,005 41,092 During the six months ended June 30, 2023, we converted notes with principal amounts and accrued interest of $ 332,592 18,103 Convertible Debt Status. Convertible note payable with outstanding balance of $ 508,440 October 2023 16 Convertible note payable with outstanding balance of $ 73,000 February 11, 2023 24 Convertible note payable with outstanding balance of $ 72,000 February 11, 2023 24 Convertible note payable with outstanding balance of $ 27,500 February 14, 2023 24 Convertible note payable with outstanding balance of $ 116,285 March 1, 2023 24 Convertible note payable with outstanding balance of $ 66,500 February 9, 2023 18 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, 2023. The default annual interest rate of 16 508,440 120,950 The 2021 Convertible Notes also were associated with the following: ● The issuance of 2 133,663 ● The issuance of 197 4,464 21,600 During the six months ended June 30, 2024, in connection with the 2021 Convertible Notes, we repaid principal in the amount of $- 0 0 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 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 year ended December 31, 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 year ended June 30, 2024, there were no Promissory Notes - Issued in fiscal year 2024 For the six months ended June 30, 2024, we issued convertible promissory notes with principal amounts totaling $ 314,250 255,000 59,250 ● Terms of 9 ● Annual interest rates of 15 ● 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 ● As of the six months ended June 30, 2024, there were no |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable | |
NOTES PAYABLE | NOTE 9: NOTES PAYABLE Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE June 30, 2024 December 31, 2023 Maturity Interest Rate Economic Injury Disaster Loan - originated in May 2020 $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in February 2021 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (1) 676,693 676,693 1 12 % Promissory note - originated in July 2021 (1) 282,000 282,000 1 12 % Promissory note - originated in September 2021 25,803 31,758 $ 1,383.56 60 28 % Promissory note - originated in April 2022 47,633 57,577 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 - 47,392 $ 7,250 168 25 % Promissory note - originated in July 2022 36,593 43,579 $ 1,485.38 60 18 % Promissory note - originated in July 2022 45,909 67,333 $ 3,546.87 36 10 % Promissory note - originated in August 2022 18,405 20,797 $ 589.92 60 8 % Promissory note - originated in October 2022 936,532 1,081,032 $ 1,749.00 30 66 % Promissory note - originated in January 2023 3,163 4,328 $ 237.03 36 25 % Promissory note - originated in March 2023 41,624 47,570 $ 1,521.73 60 18 % Promissory note - originated in March 2023 8,707 11,754 $ 559.25 36 17 % Promissory note - originated in April 2023 21,115 24,634 $ 3,999.00 12 12 % Promissory note - originated in April 2023 23,054 33,054 $ 3,918.03 12 6 % Promissory note - originated in May 2023 (2) 122,000 322,000 3 29 % Promissory note - originated in June 2023 291,666 394,444 12 18 % Promissory note - originated in August 2023 12,879 15,895 36 14 % Promissory note - originated in December 2023 1,139,695 1,145,882 12 10 % 5,538,844 6,113,095 Less debt discount and debt issuance cost (686,183 ) (1,053,637 ) 4,842,661 5,059,458 Less current portion of promissory notes payable 3,299,271 3,704,326 Long-term promissory notes payable $ 1,553,390 $ 1,355,132 During the six months ended June 30, 2024 and 2023, we recognized interest expense of $ 668,372 630,192 367,454 479,946 During the six months ended June 30, 2024 and 2023, we issued promissory notes for a total of $- 0 1,599,772 0 1,182,344 568,064 1,047,218 Slate Advance Agreement In March 2023 we entered into an agreement (the “Slate Agreement”) with Slate Advance (“Slate”) pursuant to which we sold $ 1,482,000 975,000 40,325 14,999 In order to secure payment and performance of the Company’s obligations to Slate under the Slate Agreement, the Company granted to Slate a security interest in the following collateral: all accounts receivable and all proceeds as such term is defined by Article 9 of the UCC. We also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral. We analyzed the transaction under the guidance of ASC 470-60 Troubled Debt Restructuring to determine if the transaction qualified as a troubled debt restructuring. For a debt restructuring to be considered troubled, the debtor must be experiencing financial difficulty, and the creditor must have granted a concession. We analyzed the Slate Transaction under ASC 470-60 and determined that we met one of the definitions of a company experiencing financial difficulty, such as currently in default of any of our debts. As we are not in default, the fair value of the debt has not changed, we did not recognize gain or loss as the fair value has not changed, and the future undiscounted cash flows are not greater or smaller than the carrying value, the creditor has not granted any concessions. We believe that the debt does not fall into the troubled debt restructuring guidance since no concessions were granted by the creditor. Effective June 1, 2023, the Company exchanged its convertible promissory note originally issued on December 21, 2021 in the amount of $ 555,555 665,000 a. Principal balance of $ 665,000 3 18 b. $ 115,000 c. A series of nine (9) monthly payments to the Holder in the amount of $ 38,889 d. $200,000 on the earlier of (i) three (3) business days following the Company’s successful listing (“Uplisting”) 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 (ii) the receipt of not less than $4,000,000 in funding from a single transaction (in either event an “Uplist Payment”) e. Maturity date of September 30, 2021 In addition to exchanging the original Note, Westland Properties, LLC forgave $ 4,724,299 179,782 On January 19, 2022, the Company 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10: COMMITMENTS AND CONTINGENCIES 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 | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
CAPITAL STOCK AND REVERSE STOCK SPLIT | NOTE 11: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On September 20, 2023, we filed an amendment to its Articles of Incorporation to effect a 1-for-600 reverse stock split 0.001 Preferred Stock As of June 30, 2024, we are authorized to issue 80,000 0.001 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. As of June 30, 2024 and December 31, 2023, - 0 0 As of June 30, 2024 we are authorized it issue 150,000 0.001 15,000 149,892 As of June 30, 2024 and December 31, 2023, 149,892 149,892 The remaining 107,500 Common stock As of June 30, 2024, we are authorized to issue 500,000,000 0.001 During the six months ended June 30, 2024, we issued Common stock as follows: ● 41,092 As of June 30, 2024 and December 31, 2023, 313,966 272,874 Warrants A summary of activity during the six months ended June 30, 2024 follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2023 616,934 $ 8.03 Granted - - Exercised - - Forfeited/canceled - - Outstanding, June 30, 2024 616,934 $ 8.03 During the six months ended June 30, 2024, 0 0 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Warrants Contractual life (in years) Weighted Average Exercise Price 10 1.45 $ 96,000.00 12 1.81 $ 72,000.00 26 2.07 $ 21,600.00 5 2.25 $ 21,600.00 55 2.35 $ 5,929.10 124 2.48 $ 4,464.00 32 2.86 $ 3,600.00 3 2.86 $ 3,600.00 270,833 - $ 0.60 250,000 - $ 0.60 54,167 - $ 0.60 41,667 .01 $ 0.60 616,934 .23 $ 8.03 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 12: STOCK-BASED COMPENSATION Stock Options During the six months ended June 30, 2024, we granted options for the purchase of our Common stock to certain employees as consideration for services rendered. The terms of the stock option grants are determined by our Board of Directors. Our stock options generally vest upon the one-year anniversary date of the grant and have a maximum term of ten years. The following summarizes the stock option activity for the six months ended June 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted- Balance as of December 31, 2023 14,112 $ 1.67 Grants 850,775 1.23 Exercised - - Cancelled - - Balance as of June 30, 2024 864,887 $ 1.24 The following summarizes certain information about stock options vested and expected to vest as of June 30, 2024: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Number of Weighted- Weighted- Outstanding 864,887 9.89 $ 45.45 Exercisable 14,678 8.92 $ 45.45 Expected to vest 850,209 9.89 $ 45.45 As of June 30, 2024 and December 31, 2023, there was $ 403,499 35,227 Restricted Stock Awards The following summarizes the restricted stock activity for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted- Shares Fair Value Balance as of December 31, 2023 20,214 $ 243,781 Shares of restricted stock granted 73,258 180,000 Exercised - - Cancelled - - Balance as of June 30, 2024 93,472 $ 423,781 SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards June 30, December 31, Vested 19,176 5,288 Non-vested 73,258 14,926 |
INTEREST EXPENSE
INTEREST EXPENSE | 6 Months Ended |
Jun. 30, 2024 | |
INTEREST EXPENSE | NOTE 13: INTEREST EXPENSE For the six months ended June 30, 2024 and 2023, the Company recorded interest expense as follows: SCHEDULE OF INTEREST EXPENSE Six Months Six Months June 30, 2024 June 30, 2023 Interest expense - convertible notes $ 307,047 $ 3,338,620 Interest expense - notes payable 300,918 150,245 Other 119,557 29,690 Amortization of debt discount 1,098,336 625,783 Interest expense $ 1,825,858 $ 3,964,556 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
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 Shares, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders. During the six months ended June 30, 2024, the Company borrowed $- 0 154,862 200,297 As of June 30, 2024 and December 31, 2023, we had due to related party transactions in the amounts of $ 291,002 341,437 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS The Company does not have any events subsequent to June 30, 2024, through August 14, 2024, the date the financial statements were issued for disclosure consideration, except for the following: ● On July 31, 2024, we issued 20,491 25,000 ● On August 9, 2024, Plaintiff Guy Gissin, Adv., in his capacity as the Appointed Receiver for the Assets of Cyren Ltd. (“Plaintiff’) filed a lawsuit against Data443 Risk Mitigation, Inc., a North Carolina corporation, the Company’s wholly-owned subsidiary (the “Subsidiary”), in US District Court Eastern District of North Carolina, naming the Subsidiary as the defendant (the “Complaint”). The Subsidiary is in the process of engaging local litigation counsel to defend itself in the litigation. An answer to the Complaint will be filed shortly. Based on the early stages of the Complaint, and the inherent uncertainty as to the outcome, at this time, the Company is not able to reasonably estimate a possible range of loss. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Data443 Risk Mitigation, Inc. (the “Company”) was incorporated as a Nevada May 4, 1998 The Company delivers 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 | 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 | Reverse Stock Splits Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”). |
Basis of Presentation | 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, 2023 and notes thereto and other pertinent information contained in our Form 10-K as filed with the SEC on April 16, 2024. The results of operations for the three months and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024. |
Basis of Consolidation | Basis of Consolidation The accompanying unaudited consolidated financial statements as of June 30, 2024 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 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 credit loss. For the three months ended June 30, 2024, and June 30, 2023, we recorded bad debt expense of $ 0 0 |
Stock-Based Compensation | Stock-Based Compensation Employees Nonemployees We recorded approximately $ 403,486 565,571 |
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 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 six months ended June 30, 2024 and 2023, 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 2024 2023 Six Months Ended June 30, 2024 2023 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options (1) 864,887 4,730 Warrants (1) 754,200 264 Total 151,610,027 149,896,994 (1) Reflects retrospectively the 1-for-600 reverse stock split |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE | For the six months ended June 30, 2024 and 2023, 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 2024 2023 Six Months Ended June 30, 2024 2023 (Shares) (Shares) Series A Preferred Stock 149,892,000 149,892,000 Stock options (1) 864,887 4,730 Warrants (1) 754,200 264 Total 151,610,027 149,896,994 (1) Reflects retrospectively the 1-for-600 reverse stock split |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT | The following table summarizes the components of our property and equipment as of the dates presented: SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT June 30, December 31, 2024 2023 Furniture and Fixtures $ 6,103 $ 6,103 Computer Equipment 1,053,193 1,053,193 Property and equipment, gross 1,059,296 1,059,296 Accumulated depreciation (738,061 ) (649,771 ) Property and equipment, net of accumulated depreciation $ 321,235 $ 409,525 |
INTELLECTUAL PROPERTY (Tables)
INTELLECTUAL PROPERTY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 December 31, 2023 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 60,000 Resilient Network Systems 305,000 305,000 Cyren Engines 3,500,000 3,500,000 Intellectual property, gross 8,729,851 8,729,851 Accumulated amortization (5,567,535 ) (5,204,035 ) Impairment - - Intellectual property, net of accumulated amortization $ 3,162,316 $ 3,525,816 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS | Based on the carrying value of definite-lived intangible assets as of June 30, 2024, 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 2024 (excluding the six months ended June 30, 2024) 545,250 2025 534,000 2026 700,000 2027 700,000 2028 683,066 Total 3,162,316 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The following table summarizes the components of our accounts payable and accrued liabilities as of the dates presented: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2024 2023 Accounts payable $ 2,975,096 $ 2,004,462 Credit cards 75,240 81,055 Accrued liabilities 1,461,132 1,274,952 Accounts payable and accrued liabilities $ 4,511,468 $ 3,360,469 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF CHANGES IN DEFERRED REVENUE | For the six months ended June 30, 2024 and as of December 31, 2023, changes in deferred revenue were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE June 30, December 31, 2024 2023 Balance, beginning of period $ 1,823,569 $ 2,493,151 Deferral of revenue 1,224,920 1,912,729 Recognition of deferred revenue (1,342,155 ) (2,582,311 ) Balance, end of period $ 1,706,334 $ 1,823,569 |
SCHEDULE OF DEFERRED REVENUE | As of June 30, 2024 and December 31, 2023, deferred revenue is classified as follows: SCHEDULE OF DEFERRED REVENUE June 30, December 31, 2024 2023 Current $ 1,616,031 $ 1,627,572 Non-current 90,303 195,997 Deferred revenue $ 1,706,334 $ 1,823,569 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | At June 30, 2024, 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, 2024 (excluding the six months ended June 30, 2024) 187,205 Thereafter - Total lease payment Less: Imputed interest (5,342 ) Operating lease liabilities 181,863 Operating lease liability - current 181,863 Operating lease liability - non-current $ - |
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE | The following summarizes other supplemental information about our operating leases as of June 30, 2024: SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE Weighted average discount rate 12 % Weighted average remaining lease term (years) .50 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Total 2024 10,341 Thereafter - Total lease payment 10,341 Less: Imputed interest - Finance lease liabilities 10,341 Finance lease liability 10,341 Finance lease liability - non-current $ - |
SCHEDULE OF FINANCE LEASE ASSETS | As of June 30, 2024 and December 31 2023, finance lease assets are included in property and equipment as follows: SCHEDULE OF FINANCE LEASE ASSETS June 30, December 31, 2024 2023 Finance lease assets $ 267,284 $ 267,284 Accumulated depreciation (267,284 ) (267,284 ) Finance lease assets, net of accumulated depreciation $ - $ - |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consists of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, December 31, 2024 2023 Convertible Notes - Issued in fiscal year 2020 97,946 97,946 Convertible Notes - Issued in fiscal year 2021 508,440 508,440 Convertible Notes - Issued in fiscal year 2022 1,108,801 1,201,083 Convertible Notes - Issued in fiscal year 2023 1,966,906 2,067,893 Convertible Notes - Issued in fiscal year 2024 132,043 - Convertible notes payable, Gross 3,814,136 3,875,362 Less debt discount and debt issuance cost (63,993 ) (730,028 ) Convertible notes payable 3,750,143 3,145,334 Less current portion of convertible notes payable 3,652,197 3,047,388 Long-term convertible notes payable $ 97,946 $ 97,946 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | Notes payable consists of the following: SCHEDULE OF NOTES PAYABLE June 30, 2024 December 31, 2023 Maturity Interest Rate Economic Injury Disaster Loan - originated in May 2020 $ 500,000 $ 500,000 30 3.75 % Promissory note - originated in February 2021 1,305,373 1,305,373 5 4.0 % Promissory note - originated in April 2021 (1) 676,693 676,693 1 12 % Promissory note - originated in July 2021 (1) 282,000 282,000 1 12 % Promissory note - originated in September 2021 25,803 31,758 $ 1,383.56 60 28 % Promissory note - originated in April 2022 47,633 57,577 $ 1,695.41 36 16.0 % Promissory note - originated in April 2022 - 47,392 $ 7,250 168 25 % Promissory note - originated in July 2022 36,593 43,579 $ 1,485.38 60 18 % Promissory note - originated in July 2022 45,909 67,333 $ 3,546.87 36 10 % Promissory note - originated in August 2022 18,405 20,797 $ 589.92 60 8 % Promissory note - originated in October 2022 936,532 1,081,032 $ 1,749.00 30 66 % Promissory note - originated in January 2023 3,163 4,328 $ 237.03 36 25 % Promissory note - originated in March 2023 41,624 47,570 $ 1,521.73 60 18 % Promissory note - originated in March 2023 8,707 11,754 $ 559.25 36 17 % Promissory note - originated in April 2023 21,115 24,634 $ 3,999.00 12 12 % Promissory note - originated in April 2023 23,054 33,054 $ 3,918.03 12 6 % Promissory note - originated in May 2023 (2) 122,000 322,000 3 29 % Promissory note - originated in June 2023 291,666 394,444 12 18 % Promissory note - originated in August 2023 12,879 15,895 36 14 % Promissory note - originated in December 2023 1,139,695 1,145,882 12 10 % 5,538,844 6,113,095 Less debt discount and debt issuance cost (686,183 ) (1,053,637 ) 4,842,661 5,059,458 Less current portion of promissory notes payable 3,299,271 3,704,326 Long-term promissory notes payable $ 1,553,390 $ 1,355,132 |
CAPITAL STOCK AND REVERSE STO_2
CAPITAL STOCK AND REVERSE STOCK SPLIT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of activity during the six months ended June 30, 2024 follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2023 616,934 $ 8.03 Granted - - Exercised - - Forfeited/canceled - - Outstanding, June 30, 2024 616,934 $ 8.03 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Exercisable Warrants Outstanding Weighted Average Remaining Number of Warrants Contractual life (in years) Weighted Average Exercise Price 10 1.45 $ 96,000.00 12 1.81 $ 72,000.00 26 2.07 $ 21,600.00 5 2.25 $ 21,600.00 55 2.35 $ 5,929.10 124 2.48 $ 4,464.00 32 2.86 $ 3,600.00 3 2.86 $ 3,600.00 270,833 - $ 0.60 250,000 - $ 0.60 54,167 - $ 0.60 41,667 .01 $ 0.60 616,934 .23 $ 8.03 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes the stock option activity for the six months ended June 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted- Balance as of December 31, 2023 14,112 $ 1.67 Grants 850,775 1.23 Exercised - - Cancelled - - Balance as of June 30, 2024 864,887 $ 1.24 |
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST | The following summarizes certain information about stock options vested and expected to vest as of June 30, 2024: SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST Number of Weighted- Weighted- Outstanding 864,887 9.89 $ 45.45 Exercisable 14,678 8.92 $ 45.45 Expected to vest 850,209 9.89 $ 45.45 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following summarizes the restricted stock activity for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY Weighted- Shares Fair Value Balance as of December 31, 2023 20,214 $ 243,781 Shares of restricted stock granted 73,258 180,000 Exercised - - Cancelled - - Balance as of June 30, 2024 93,472 $ 423,781 |
SCHEDULE OF RESTRICTED STOCK AWARD | SCHEDULE OF RESTRICTED STOCK AWARD Number of Restricted Stock Awards June 30, December 31, Vested 19,176 5,288 Non-vested 73,258 14,926 |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SCHEDULE OF INTEREST EXPENSE | For the six months ended June 30, 2024 and 2023, the Company recorded interest expense as follows: SCHEDULE OF INTEREST EXPENSE Six Months Six Months June 30, 2024 June 30, 2023 Interest expense - convertible notes $ 307,047 $ 3,338,620 Interest expense - notes payable 300,918 150,245 Other 119,557 29,690 Amortization of debt discount 1,098,336 625,783 Interest expense $ 1,825,858 $ 3,964,556 |
SCHEDULE OF ANTI-DILUTIVE BASIC
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE (Details) - shares | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Total | 151,610,027 | 149,896,994 | |
Series A Preferred Stock [Member] | |||
Total | 149,892,000 | 149,892,000 | |
Stock Options [Member] | |||
Total | [1] | 864,887 | 4,730 |
Warrant [Member] | |||
Total | [1] | 754,200 | 264 |
[1]Reflects retrospectively the 1-for-600 reverse stock split |
SCHEDULE OF ANTI-DILUTIVE BAS_2
SCHEDULE OF ANTI-DILUTIVE BASIC AND DILUTED EARNINGS PER SHARE (Details) (Parenthetical) | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 20, 2023 | Jun. 30, 2024 | |
Accounting Policies [Abstract] | |||
Reverse stock split | 1-for-600 reverse stock split | 1-for-600 reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”). |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2023 | Sep. 20, 2023 | Apr. 20, 2022 | Jan. 19, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Entity state of incorporation | NV | ||||||||
Entity date of incorporation | May 04, 1998 | ||||||||
Promissory note issued for business acquisition | $ 4,842,661 | $ 4,842,661 | $ 5,059,458 | ||||||
Reverse stock split | 1-for-600 reverse stock split | 1-for-600 reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 for 1 reverse stock split, respectively, of our issued and outstanding common stock (the “Reverse Stock Splits”). | ||||||
Bad debt expense | $ 0 | $ 0 | |||||||
Stock-based compensation expense | $ 403,486 | $ 565,571 | |||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | |||||||||
Purchase price for business acquisition | $ 3,400,000 | ||||||||
Cash payment for business acquisition | 250,000 | ||||||||
Contingent payment for business acquisition | 250,000 | ||||||||
Outstanding amount due in cash | 500,000 | ||||||||
Common stock issue amount | 2,400,000 | ||||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | Common Stock [Member] | |||||||||
Common stock shares issued | 380,952 | ||||||||
Asset Purchase Agreement [Member] | Centurion Holdings I LLC [Member] | Promissory Note [Member] | |||||||||
Promissory note issued for business acquisition | $ 2,900,000 |
SCHEDULE OF COMPONENTS OF PROPE
SCHEDULE OF COMPONENTS OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,059,296 | $ 1,059,296 |
Accumulated depreciation | (738,061) | (649,771) |
Property and equipment, net of accumulated depreciation | 321,235 | 409,525 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,103 | 6,103 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,053,193 | $ 1,053,193 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 88,290 | $ 91,216 |
Property and equipment purchased | $ 167,427 |
SCHEDULE OF INTELLECTUAL PROPER
SCHEDULE OF INTELLECTUAL PROPERTY (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | $ 8,729,851 | $ 8,729,851 |
Accumulated amortization | (5,567,535) | (5,204,035) |
Impairment | ||
Intellectual property, net of accumulated amortization | 3,162,316 | 3,525,816 |
WordPress® GDPR Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 46,800 | 46,800 |
ARALOC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 1,850,000 | 1,850,000 |
ArcMail License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 1,445,000 | 1,445,000 |
DataExpress [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 1,388,051 | 1,388,051 |
FileFacets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 135,000 | 135,000 |
IntellyWP [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 60,000 | 60,000 |
Resilient Network Systems [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | 305,000 | 305,000 |
Cyren Engines [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intellectual property, gross | $ 3,500,000 | $ 3,500,000 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (excluding the six months ended June 30, 2024) | $ 545,250 |
2025 | 534,000 |
2026 | 700,000 |
2027 | 700,000 |
2028 | 683,066 |
Total | $ 3,162,316 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 365,500 | $ 249,334 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,975,096 | $ 2,004,462 |
Credit cards | 75,240 | 81,055 |
Accrued liabilities | 1,461,132 | 1,274,952 |
Accounts payable and accrued liabilities | $ 4,511,468 | $ 3,360,469 |
SCHEDULE OF CHANGES IN DEFERRED
SCHEDULE OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Balance, beginning of period | $ 1,823,569 | $ 2,493,151 |
Deferral of revenue | 1,224,920 | 1,912,729 |
Recognition of deferred revenue | (1,342,155) | (2,582,311) |
Balance, end of period | $ 1,706,334 | $ 1,823,569 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Current | $ 1,616,031 | $ 1,627,572 |
Non-current | 90,303 | 195,997 |
Deferred revenue | $ 1,706,334 | $ 1,823,569 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
2024 (excluding the six months ended June 30, 2024) | $ 187,205 | |
Thereafter | ||
Less: Imputed interest | (5,342) | |
Operating lease liabilities | 181,863 | |
Operating lease liability - current | 181,863 | $ 357,656 |
Operating lease liability - non-current |
SCHEDULE OF OTHER SUPPLEMENTAL
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE (Details) | Jun. 30, 2024 |
Leases | |
Weighted average discount rate | 12% |
Weighted average remaining lease term (years) | 6 months |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
2024 | $ 10,341 | |
Thereafter | ||
Total lease payment | 10,341 | |
Less: Imputed interest | ||
Finance lease liabilities | 10,341 | |
Finance lease liability | 10,341 | $ 10,341 |
Finance lease liability - non-current |
SCHEDULE OF FINANCE LEASE ASSET
SCHEDULE OF FINANCE LEASE ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Finance lease assets | $ 267,284 | $ 267,284 |
Accumulated depreciation | (267,284) | (267,284) |
Finance lease assets, net of accumulated depreciation |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Leases | |||
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 | ||
Lease expiration | Apr. 30, 2024 | ||
Lease expense | $ 164,432 | $ 146,994 | |
Security deposit | $ 29,467 | $ 29,467 | |
Finance leases term | 3 years | ||
Annual interest rate | 12% | ||
Finance lease liability, current | $ 10,341 | 10,341 | |
Finance lease liability, non current | |||
Security deposit | $ 0 | $ 0 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | $ 3,814,136 | $ 3,875,362 |
Less debt discount and debt issuance cost | (63,993) | (730,028) |
Convertible notes payable | 3,750,143 | 3,145,334 |
Less current portion of convertible notes payable | 3,652,197 | 3,047,388 |
Long-term convertible notes payable | 97,946 | 97,946 |
Convertible Notes - Issued in fiscal year 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 97,946 | 97,946 |
Convertible Notes - Issued in fiscal year 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 508,440 | 508,440 |
Convertible Notes - Issued in fiscal year 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 1,108,801 | 1,201,083 |
Convertible Notes - Issued in fiscal year 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | 1,966,906 | 2,067,893 |
Convertible Notes - Issued in fiscal year 2024 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, Gross | $ 132,043 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 19, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | |
Short-Term Debt [Line Items] | ||||||||||
Debt instrument annual interest rate | 16% | |||||||||
Convertible note payable | $ 3,750,143 | $ 3,750,143 | $ 3,145,334 | |||||||
Proceeds form convertible debt | 310,910 | $ 564,070 | ||||||||
Interest payable current | 1,941,011 | 1,941,011 | 1,352,227 | |||||||
Fair value of common stock value | 30,000 | $ 102,603 | 53,005 | $ 332,592 | ||||||
Accumulated deficit cumulative effective adjustment | $ (58,796,792) | $ (58,796,792) | $ (55,656,836) | |||||||
Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Convertible note payable | $ 517,500 | |||||||||
Accumulated deficit cumulative effective adjustment | $ 439,857 | |||||||||
Common Stock [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Number of convertible securities issued | 27,623 | 11,128 | 41,092 | 18,013 | ||||||
Fair value of common stock value | $ 27 | $ 6,677 | $ 41 | $ 10,808 | ||||||
Convertible Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | 307,047 | 3,964,556 | ||||||||
Amortization of debt discount expense | 730,882 | 145,837 | ||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Value of shares issued in conjunction with convertible notes | $ 53,005 | $ 332,592 | ||||||||
Number of shares issued in conjunction with convertible notes | 41,092 | 18,103 | ||||||||
Convertible Notes Payable One [Member] | Lender [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding balance | 508,440 | $ 508,440 | ||||||||
Debt instrument maturity date, description | October 2023 | |||||||||
Debt instrument annual interest rate | 16% | |||||||||
Convertible Notes Payable Two [Member] | Lender [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding balance | 73,000 | $ 73,000 | ||||||||
Debt instrument annual interest rate | 24% | |||||||||
Maturity date | Feb. 11, 2023 | |||||||||
Convertible Notes Payable Three [Member] | Lender [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding balance | 72,000 | $ 72,000 | ||||||||
Debt instrument annual interest rate | 24% | |||||||||
Maturity date | Feb. 11, 2023 | |||||||||
Convertible Notes Payable Four [Member] | Lender [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding balance | 27,500 | $ 27,500 | ||||||||
Debt instrument annual interest rate | 24% | |||||||||
Maturity date | Feb. 14, 2023 | |||||||||
Convertible Notes Payable Five [Member] | Lender [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding balance | 116,285 | $ 116,285 | ||||||||
Debt instrument annual interest rate | 24% | |||||||||
Maturity date | Mar. 01, 2023 | |||||||||
Convertible Notes Payable Six [Member] | Lender [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding balance | 66,500 | $ 66,500 | ||||||||
Debt instrument annual interest rate | 18% | |||||||||
Maturity date | Feb. 09, 2023 | |||||||||
Promissory Notes - Issued in Fiscal Year 2020 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Convertible note payable | $ 100,000 | |||||||||
Debt instrument term | 60 months | |||||||||
Annual interest rate | 5% | |||||||||
Conversion price | $ 0.01 | |||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | |||||||||
Convertible note payable | 508,440 | $ 508,440 | ||||||||
Convertible promissory notes | $ 1,696,999 | |||||||||
Proceeds form convertible debt | 1,482,000 | |||||||||
Issuance costs | $ 214,999 | |||||||||
Debt conversion, description | 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 | |||||||||
Interest payable current | 120,950 | 120,950 | ||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument term | 90 days | |||||||||
Annual interest rate | 5% | |||||||||
Promissory Notes - Issued in Fiscal Year 2021 [Member] | Maximum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument term | 12 months | |||||||||
Annual interest rate | 12% | |||||||||
2021 Convertible Notes [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Number of convertible securities issued | 2 | |||||||||
Fair value of common stock value | $ 133,663 | |||||||||
Number of warrants issued | 197 | |||||||||
Debt principal amount paid | 0 | |||||||||
Debt interest amount paid | 0 | |||||||||
2021 Convertible Notes [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Exercise price for warrants | $ 4,464 | |||||||||
2021 Convertible Notes [Member] | Maximum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Exercise price for warrants | $ 21,600 | |||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | |||||||||
Convertible promissory notes | $ 2,120,575 | |||||||||
Proceeds form convertible debt | 1,857,800 | |||||||||
Issuance costs | $ 262,775 | |||||||||
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 $2,700 per share | |||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument term | 3 months | |||||||||
Annual interest rate | 9% | |||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Maximum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument term | 12 months | |||||||||
Annual interest rate | 20% | |||||||||
Promissory Notes - Issued in Fiscal Year 2022 [Member] | Common Stock [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Value of shares issued in conjunction with convertible notes | $ 473,691 | |||||||||
Number of shares issued in conjunction with convertible notes | 924 | |||||||||
Promissory Notes Issued In Fiscal Year 2023 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | |||||||||
Proceeds form convertible debt | $ 2,015,000 | |||||||||
Issuance costs | $ 462,112 | |||||||||
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 | |||||||||
Convertible promissory notes | $ 2,211,083 | |||||||||
Derivative liability | $ 0 | $ 0 | ||||||||
Promissory Notes Issued In Fiscal Year 2023 [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument term | 9 months | |||||||||
Annual interest rate | 9% | |||||||||
Promissory Notes Issued In Fiscal Year 2023 [Member] | Maximum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument term | 12 months | |||||||||
Annual interest rate | 20% | |||||||||
Promissory Notes Issued in Fiscal Year 2024 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument maturity date, description | Convertible at the option of the holders after varying dates | |||||||||
Debt instrument term | 9 months | |||||||||
Annual interest rate | 15% | 15% | ||||||||
Proceeds form convertible debt | $ 255,000 | |||||||||
Issuance costs | $ 59,250 | |||||||||
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 | |||||||||
Convertible promissory notes | $ 314,250 | |||||||||
Derivative liability | $ 0 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 5,538,844 | $ 6,113,095 |
Less debt discount and debt issuance cost | (686,183) | (1,053,637) |
Promissory notes payable | 4,842,661 | 5,059,458 |
Less current portion of Promissory notes payable | 3,299,271 | 3,704,326 |
Long-term Promissory notes payable | 1,553,390 | 1,355,132 |
Economic Injury Disaster Loan - Originated In May 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 500,000 | 500,000 |
Debt instrument term | 30 years | |
Interest Rate | 3.75% | |
Promissory Note - Originated In February 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 1,305,373 | 1,305,373 |
Debt instrument term | 5 years | |
Interest Rate | 4% | |
Promissory Note - Originated In April 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 676,693 | 676,693 |
Debt instrument term | 1 year | |
Interest Rate | 12% | |
Promissory Note - Originated In July 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 282,000 | 282,000 |
Debt instrument term | 1 year | |
Interest Rate | 12% | |
Promissory Note - Originated In September 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 25,803 | 31,758 |
Debt instrument term | 60 months | |
Interest Rate | 28% | |
Debt Instrument, Periodic Payment | $ 1,383.56 | |
Promissory Note Originated In April 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 47,633 | 57,577 |
Debt instrument term | 36 months | |
Interest Rate | 16% | |
Debt Instrument, Periodic Payment | $ 1,695.41 | |
Promissory Note Originated in April 2022 One [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | 47,392 | |
Debt instrument term | 168 days | |
Interest Rate | 25% | |
Debt Instrument, Periodic Payment | $ 7,250 | |
Promissory Note Originated In July 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 36,593 | 43,579 |
Debt instrument term | 60 months | |
Interest Rate | 18% | |
Debt Instrument, Periodic Payment | $ 1,485.38 | |
Promissory Note Originated In July 2022 One [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 45,909 | 67,333 |
Debt instrument term | 36 months | |
Interest Rate | 10% | |
Debt Instrument, Periodic Payment | $ 3,546.87 | |
Promissory Note Originated In August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 18,405 | 20,797 |
Debt instrument term | 60 months | |
Interest Rate | 8% | |
Debt Instrument, Periodic Payment | $ 589.92 | |
Promissory Note Originated In October 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 936,532 | 1,081,032 |
Debt instrument term | 30 days | |
Interest Rate | 66% | |
Debt Instrument, Periodic Payment | $ 1,749 | |
Promissory Note Originated In January 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 3,163 | 4,328 |
Debt instrument term | 36 months | |
Interest Rate | 25% | |
Debt Instrument, Periodic Payment | $ 237.03 | |
Promissory Note Originated In March 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 41,624 | 47,570 |
Debt instrument term | 60 months | |
Interest Rate | 18% | |
Debt Instrument, Periodic Payment | $ 1,521.73 | |
Promissory Note Originated In March 2023 One [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 8,707 | 11,754 |
Debt instrument term | 36 months | |
Interest Rate | 17% | |
Debt Instrument, Periodic Payment | $ 559.25 | |
Promissory Note Originated In April 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 21,115 | 24,634 |
Debt instrument term | 12 months | |
Interest Rate | 12% | |
Debt Instrument, Periodic Payment | $ 3,999 | |
Promissory Note Originated In April 2023 One [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 23,054 | 33,054 |
Debt instrument term | 12 months | |
Interest Rate | 6% | |
Debt Instrument, Periodic Payment | $ 3,918.03 | |
Promissory Note Originated In May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 122,000 | 322,000 |
Debt instrument term | 3 months | |
Interest Rate | 29% | |
Promissory Note Originated In June 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 291,666 | 394,444 |
Debt instrument term | 12 months | |
Interest Rate | 18% | |
Promissory Note Originated In August 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 12,879 | 15,895 |
Debt instrument term | 36 months | |
Interest Rate | 14% | |
Promissory Note Originated In December 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory notes payable, Gross | $ 1,139,695 | $ 1,145,882 |
Debt instrument term | 12 months | |
Interest Rate | 10% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Oct. 19, 2023 | Sep. 01, 2023 | Jun. 01, 2023 | Jan. 19, 2022 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | |||||||
Interest expense | $ 668,372 | $ 630,192 | |||||
Amortization of debt discount | 1,005,296 | 625,783 | |||||
Payments to the company | 570,084 | 1,047,218 | |||||
Default interest rate | 16% | ||||||
Purchase price | 167,427 | ||||||
Centurion Holdings L L C [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Purchase price | $ 3,400,000 | ||||||
Cash payment | 250,000 | ||||||
Promissory note issued | 2,900,000 | ||||||
Contingent consideration | $ 250,000 | ||||||
Slate Advance Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 1,482,000 | ||||||
Payments to the company | 975,000 | ||||||
Cash less fees | 40,325 | ||||||
Monthly payments | $ 14,999 | ||||||
Promissory Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Amortization of debt discount | 367,454 | 479,946 | |||||
Proceeds from notes payables | 0 | 1,599,772 | |||||
Debt discount | 0 | 1,182,344 | |||||
Repayments of note payable | $ 568,064 | $ 1,047,218 | |||||
Convertible Promissory Note [Member] | Westland Properties LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 555,555 | ||||||
Exchange Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 665,000 | ||||||
Monthly payments | $ 38,889 | ||||||
Interest rate | 3% | ||||||
Default interest rate | 18% | ||||||
Long-term debt, fair value | $ 115,000 | ||||||
Debt instrument, description | $200,000 on the earlier of (i) three (3) business days following the Company’s successful listing (“Uplisting”) 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 (ii) the receipt of not less than $4,000,000 in funding from a single transaction (in either event an “Uplist Payment”) | ||||||
Maturity date | Sep. 30, 2021 | ||||||
Exchange Note [Member] | Westland Properties LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 665,000 | ||||||
Debt forgave | 4,724,299 | ||||||
Debt accrued interest | $ 179,782 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Equity [Abstract] | |
Warrants Outstanding Ending balance, Shares | shares | 616,934 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ / shares | $ 8.03 |
Warrants Granted, Shares | shares | |
Warrants Granted, Weighted Average Exercise Price | $ / shares | |
Warrants Exercised, Shares | shares | |
Warrants Exercised, Weighted Average Exercise Price | $ / shares | |
Warrants Forfeited/canceled, Shares | shares | |
Warrants Forfeited/canceled, Weighted Average Exercise Price | $ / shares | |
Warrants Outstanding Ending balance, Shares | shares | 616,934 |
Warrants Outstanding Ending balance, Weighted Average Exercise Price | $ / shares | $ 8.03 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 616,934 | 616,934 |
Weighted Average Remaining Contractual life (in years) | 2 months 23 days | |
Weighted Average Exercise Price | $ 8.03 | $ 8.03 |
Warrant One [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 10 | |
Weighted Average Remaining Contractual life (in years) | 1 year 5 months 12 days | |
Weighted Average Exercise Price | $ 96,000 | |
Warrant Two [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 12 | |
Weighted Average Remaining Contractual life (in years) | 1 year 9 months 21 days | |
Weighted Average Exercise Price | $ 72,000 | |
Warrant Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 26 | |
Weighted Average Remaining Contractual life (in years) | 2 years 25 days | |
Weighted Average Exercise Price | $ 21,600 | |
Warrant Four [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 5 | |
Weighted Average Remaining Contractual life (in years) | 2 years 3 months | |
Weighted Average Exercise Price | $ 21,600 | |
Warrant Five [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 55 | |
Weighted Average Remaining Contractual life (in years) | 2 years 4 months 6 days | |
Weighted Average Exercise Price | $ 5,929.10 | |
Warrant Six [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 124 | |
Weighted Average Remaining Contractual life (in years) | 2 years 5 months 23 days | |
Weighted Average Exercise Price | $ 4,464 | |
Warrant Seven [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 32 | |
Weighted Average Remaining Contractual life (in years) | 2 years 10 months 9 days | |
Weighted Average Exercise Price | $ 3,600 | |
Warrant Eight [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 3 | |
Weighted Average Remaining Contractual life (in years) | 2 years 10 months 9 days | |
Weighted Average Exercise Price | $ 3,600 | |
Warrant Nine [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 270,833 | |
Weighted Average Remaining Contractual life (in years) | ||
Weighted Average Exercise Price | $ 0.60 | |
Warrant Ten [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 250,000 | |
Weighted Average Remaining Contractual life (in years) | ||
Weighted Average Exercise Price | $ 0.60 | |
Warrant Eleven [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 54,167 | |
Weighted Average Remaining Contractual life (in years) | ||
Weighted Average Exercise Price | $ 0.60 | |
Warrant Twelve [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, outstanding | 41,667 | |
Weighted Average Remaining Contractual life (in years) | 3 days | |
Weighted Average Exercise Price | $ 0.60 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees Consultants and Advisors [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Options Outstanding, Balance | shares | 14,112 |
Weighted-Average Exercise Price, Balance | $ / shares | $ 1.67 |
Options Outstanding, Grants | shares | 850,775 |
Weighted-Average Exercise Price, Grants | $ / shares | $ 1.23 |
Options Outstanding, Exercised | shares | |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Options Outstanding, Cancelled | shares | |
Weighted-Average Exercise Price, Cancelled | $ / shares | |
Options Outstanding, Balance | shares | 864,887 |
Weighted-Average Exercise Price, Balance | $ / shares | $ 1.24 |
SCHEDULE OF STOCK OPTIONS VESTE
SCHEDULE OF STOCK OPTIONS VESTED AND EXPECTED TO VEST (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Equity [Abstract] | |
Number of Options, Outstanding | shares | 864,887 |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 9 years 10 months 20 days |
Weighted-Average Exercise Price, Outstanding | $ / shares | $ 45.45 |
Number of Options, Exercisable | shares | 14,678 |
Weighted-Average Remaining Contractual Life (In Years), Exercisable | 8 years 11 months 1 day |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 45.45 |
Number of Options, Expected to vest | shares | 850,209 |
Weighted-Average Remaining Contractual Life (In Years), Expected to vest | 9 years 10 months 20 days |
Weighted-Average Exercise Price, Expected to vest | $ / shares | $ 45.45 |
CAPITAL STOCK AND REVERSE STO_3
CAPITAL STOCK AND REVERSE STOCK SPLIT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2023 | Sep. 20, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||||||
Reverse stock split | 1-for-600 reverse stock split | 1-for-600 reverse stock split | Effective September 20, 2023 and March 7, 2022, we effected an 600 for 1 and 8 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 | |||
Preferred stock, shares authorized | 337,500 | 337,500 | 337,500 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock, shares issued | 313,966 | 313,966 | 272,874 | ||||
Common stock, shares outstanding | 313,966 | 313,966 | 272,874 | ||||
Cashless warrants exercised | $ 0 | ||||||
Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares not been designated | 107,500 | 107,500 | |||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued for conversion of debt | 27,623 | 11,128 | 41,092 | 18,013 | |||
Cashless warrants exercised, shares | 0 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 80,000 | 80,000 | 80,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock convertion description | 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. | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 150,000 | 150,000 | 150,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 149,892 | 149,892 | 149,892 | ||||
Preferred stock, shares outstanding | 149,892 | 149,892 | 149,892 | ||||
Number of common shares equivalent to Series A | 15,000 | ||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 149,892 | 149,892 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Restricted Stock, Balance Beginning | shares | 20,214 |
Weighted-Average Fair Value of Restricted Stock, Balance Beginning | $ / shares | $ 243,781 |
Number of Restricted Stock, Shares of restricted stock granted | shares | 73,258 |
Weighted-Average Fair Value of Restricted Stock, Shares of restricted stock granted | $ / shares | $ 180,000 |
Number of Restricted Stock, Exercised | shares | |
Weighted-Average Fair Value of Restricted Stock, Exercised | $ / shares | |
Number of Restricted Stock, Cancelled | shares | |
Weighted-Average Fair Value of Restricted Stock, Cancelled | $ / shares | |
Number of Restricted Stock, Ending Beginning | shares | 93,472 |
Weighted-Average Fair Value of Restricted Stock, Ending Beginning | $ / shares | $ 423,781 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD (Details) - Restricted Stock [Member] - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Awards, Vested | 19,176 | 5,288 |
Number of Restricted Stock Awards, Non-vested | 73,258 | 14,926 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Compensation costs related to non-vested | $ 403,499 | $ 35,227 |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Interest expense - convertible notes | $ 307,047 | $ 3,338,620 |
Interest expense - notes payable | 300,918 | 150,245 |
Other | 119,557 | 29,690 |
Amortization of debt discount | 1,098,336 | 625,783 |
Interest expense | $ 1,825,858 | $ 3,964,556 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Operating expenses | $ 1,095,799 | $ 1,699,878 | $ 2,554,212 | $ 3,132,861 | |
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Borrowings from CEO | 0 | ||||
Operating expenses | 154,862 | ||||
Repayment of borrowings to CEO | 200,297 | ||||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | $ 291,002 | $ 291,002 | $ 341,437 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||
Notes payable principal | $ 4,842,661 | $ 5,059,458 | |
Subsequent Event [Member] | Fast Capital Llc [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 20,491 | ||
Notes payable principal | $ 25,000 |