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IGEN Igen Networks

Cover

Cover - USD ($)12 Months Ended
Dec. 31, 2020Mar. 29, 2021Jun. 30, 2020
Cover [Abstract]
Entity Registrant NameIGEN NETWORKS CORP
Entity Central Index Key0001393540
Document Type10-K
Amendment Flagfalse
Entity Voluntary FilersNo
Current Fiscal Year End Date--12-31
Entity Well Known Seasoned IssuerNo
Entity Small Businesstrue
Entity Shell Companyfalse
Entity Emerging Growth Companyfalse
Entity Current Reporting StatusYes
Document Period End DateDec. 31,
2020
Entity Filer CategoryNon-accelerated Filer
Document Fiscal Period FocusFY
Document Fiscal Year Focus2020
Entity Common Stock Shares Outstanding1,223,248,229
Entity Public Float $ 5,558,000
Document Annual Reporttrue
Document Transition Reportfalse
Entity Interactive Data CurrentYes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)Dec. 31, 2020Dec. 31, 2019
Current Assets
Cash $ 26,731 $ 0
Accounts and other receivables, net34,830 18,136
Inventory20,456 4,334
Prepaid expenses and deposits0 4,013
Total Current Assets82,017 26,483
Goodwill505,508 505,508
Total Assets587,525 531,991
Current Liabilities
Accounts payable and accrued liabilities846,736 983,358
Current portion of deferred revenue, net of contract assets96,792 207,566
Notes payable, current portion5,943 0
Convertible debentures, current portion, net of discount of $22,645 and $55,708, respectively14,580 2,698
Derivative liabilities189,775 92,322
Total Current Liabilities1,153,826 1,285,944
Notes payable, net of current portion207,219 0
Convertible debentures, net of current portion, net of discount of $141,536 and $287,689, respectively55,570 18,423
Deferred revenue, net of contract assets and current portion42,020 54,899
Total Liabilities1,458,635 1,359,266
Stockholders' Deficit
Common stock: Authorized - 1,490,000,000 shares with $0.001 par value issued and outstanding - 1,192,192,158 and 74,242,196 shares as of December 31, 2020 and 2019, respectively1,192,192 74,242
Additional paid-in capital13,068,978 10,697,216
Accumulated deficit(15,185,157)(11,630,660)
Total Stockholders' Deficit(923,017)(859,202)
Total Liabilities and Stockholders' Deficit587,525 531,991
Redeemable Convertible Preferred Stock Series A [Member]
Stockholders' Deficit
Total Stockholders' Deficit51,907 31,927
Authorized - 1,250,000 shares with $0.001 par value, 186,450 shares and 160,600 shares issued and outstanding as of December 31, 2020 and 2019, respectively, aggregate liquidation preference of $190,194 and $167,515 as of December 31, 2020 and 2019, respectively, and net of discount of $101,104 and $121,931 as of December 31, 2020 and 2019, respectively51,907 31,927
Series B preferred stock [Member]
Stockholders' Deficit
Authorized - 1,250,000 shares with $0.001 par value, 186,450 shares and 160,600 shares issued and outstanding as of December 31, 2020 and 2019, respectively, aggregate liquidation preference of $190,194 and $167,515 as of December 31, 2020 and 2019, respectively, and net of discount of $101,104 and $121,931 as of December 31, 2020 and 2019, respectively $ 1,000 $ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)Dec. 31, 2020Dec. 31, 2019
Current Liabilities
Net of unamortized discount $ 22,645 $ 55,708
Convertible debentures, net of current portion, net of discount $ 141,536 $ 287,689
Stockholders' Deficit
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares authorized1,490,000,000 1,490,000,000
Common stock, shares issued1,192,192,158 74,242,196
Common stock, shares outstanding1,192,192,158 74,242,196
Preferred stock, shares par value $ 0.001
Preferred stock, shares authorized10,000,000
Series B preferred stock [Member]
Stockholders' Deficit
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares authorized1,000,000 10,000,000
Preferred stock, shares issued1,000,000 0
Preferred stock, shares outstanding1,000,000 0
Redeemable convertible preferred stock - Series A [Member]
Stockholders' Deficit
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares authorized1,250,000 1,250,000
Preferred stock, shares issued186,450 160,600
Preferred stock, shares outstanding186,450 160,600
Preferred stock, liquidation preference shares $ 190,194 $ 167,515
Preferred stock, liquidation preference shares, net of discount $ 101,104 $ 121,931

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Revenues:
Sales, services $ 355,690 $ 698,693
Sales, other12,317 25,126
Total Revenues368,007 723,819
Cost of goods sold271,363 516,057
Gross Profit96,644 207,762
Expenses:
Selling, general and administrative expenses448,857 484,271
Payroll and related190,601 332,102
Management and consulting fees154,077 197,391
Stock-based director expense277,543 0
Total Expenses1,071,078 1,013,764
Loss Before Other Income (Expense)(974,434)(806,002)
Other Income (Expense):
Accretion of discounts on convertible debentures(134,263)(212,982)
Change in fair value of derivative liabilities(1,079,355)572,954
Loss on extinguishment of debt, net(209,009)(23,324)
Interest expense(242,411)(9,719)
Total Other Income (Expense), net(1,665,038)326,929
Net Loss before Provision for Income Taxes(2,639,472)(479,073)
Provision for Income Taxes0 0
Net Loss(2,639,472)(479,073)
Increase in value of warrants370,726 0
Accrued and deemed dividend on redeemable convertible preferred stock(544,329)(102,087)
Net loss attributable to common stockholders $ (3,554,527) $ (581,160)
Basic and Diluted Loss per Common Share $ 0 $ (0.01)
Weighted Average Number of Common Shares Outstanding786,228,507 68,619,041

Consolidated Statements of Rede

Consolidated Statements of Redeemable Convertible Preferred stock and Stockholders Deficit - USD ($)TotalRedeemable Convertible Preferred Stock Series A [Member]Common StockSeries B, Preferred ShareAdditional Paid-In CapitalAccumulated Deficit
Balance, shares at Dec. 31, 2018 66,714,970
Balance, amount at Dec. 31, 2018 $ (556,539) $ 0 $ 66,715 $ 0 $ 10,426,245 $ (11,049,499)
Stock-based compensation, shares 150,000
Stock-based compensation, amount51,211 $ 0 $ 150 $ 0 51,061 0
Common stock issued for cash, shares 4,000,000
Common stock issued for cash, amount135,000 $ 0 $ 4,000 $ 0 131,000 0
Common stock issued in connection with debenture issuance, shares 100,000
Common stock issued in connection with debenture issuance, amount5,000 $ 0 $ 100 $ 0 4,900 0
Common stock issued for debenture conversion, including related fees, shares 300,000
Common stock issued for debenture conversion, including related fees, amount7,165 $ 0 $ 300 $ 0 6,865 0
Series A preferred stock issued for cash, net of costs and discounts, shares202,600
Series A preferred stock issued for cash, net of costs and discounts, amount0 $ 23,400 $ 0 $ 0 0 0
Accrued dividends and accretion of conversion feature on Series A preferred stock(46,620)46,620 0 0 0 (46,620)
Deemed dividends related to conversion feature of Series A preferred stock(55,468) $ 0 $ 0 $ 0 0 (55,468)
Common stock issued for Series A preferred stock conversions, shares(42,000)2,977,226
Common stock issued for Series A preferred stock conversions, amount80,122 $ (38,093) $ 2,977 $ 0 77,145 0
Net loss(479,073) $ 0 $ 0 $ 0 0 (479,073)
Increase in fair value of warrants0
Balance, shares at Dec. 31, 2019160,600 74,242,196
Balance, amount at Dec. 31, 2019(859,202) $ 31,927 $ 74,242 $ 0 10,697,216 (11,630,660)
Common stock issued for cash, amount $ 67,072 0 26,829 0 40,243 0
Common stock issued for debenture conversion, including related fees, shares931,278,827
Common stock issued for debenture conversion, including related fees, amount $ 1,894,563 0 659,022 0 1,235,541 0
Net loss(2,639,472) $ 0 $ 0 $ 0 0 (2,639,472)
Shares of Series A preferred stock for cash, net of costs and discounts, shares333,850
Shares of Series A preferred stock for cash, net of costs and discounts, amount(262,888) $ 0 $ 0 $ 1,000 276,543 0
Conversion of Series A preferred shares to common stock, shares(308,000)272,256,929
Accrued dividends on Series A preferred stock(79,420) $ 79,420 $ 0 $ 0 0 (79,420)
Shares of common stock issued for cash, shares 44,803,645
Shares of common stock issued for cash, amount202,973 $ 0 $ 44,804 $ 0 158,169 0
Shares of common stock issued for conversion of convertible note, including fees, shares 659,021,898
Stock-based compensation14,906 $ 0 $ 0 $ 0 14,906 0
Cashless exercise of warrants, shares 105,038,690
Cashless exercise of warrants, amount0 $ 0 $ 2,000 $ 0 12,800 0
Increase in fair value of warrants0 $ 0 $ 0 $ 0 370,726 (370,726)
Issuance of common stock for conversion of payables, shares 26,828,800
Issuance of common stock for commitment fee on equity line, shares 8,000,000
Issuance of common stock for commitment fee on equity line, amount0 $ 0 $ 8,000 $ 0 (8,000)0
Balance, shares at Dec. 31, 2020186,450 1,192,192,158 1,000,000
Balance, amount at Dec. 31, 2020 $ (923,017) $ 51,907 $ 1,192,192 $ 1,000 $ 13,068,978 $ (15,185,187)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Cash Flows from Operating Activities
Net loss $ (2,639,472) $ (479,073)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures and preferred stock134,263 212,982
Bad debts0 13,835
Change in fair value of derivative liabilities1,079,355 (572,954)
Interest charge for derivative liabilities in excess of face amount of debt164,310 0
Loss on settlement of debt(209,009)(23,324)
Shares issued for services0 6,000
Stock-based compensation292,449 64,712
Changes in operating assets and liabilities:
Accounts and other receivables(16,694)(7,418)
Inventory(16,122)32,360
Prepaid expenses and deposits0 4,484
Restricted cash0 0
Accounts payable and accrued liabilities42,294 176,142
Deferred revenue, net(123,653)(131,967)
Net Cash Used in Operating Activities(874,261)(657,573)
Cash Flows from Financing Activities
Proceeds from issuance of preferred stock, net of offering costs303,070 175,000
Proceeds from notes payable406,449
Repayment of notes payable(50,000)0
Proceeds from convertible debentures, net of offering costs38,500 290,750
Proceeds from issuance of common stock202,973 135,000
Net Cash Provided by Financing Activities900,992 600,750
Change in Cash26,731 (56,823)
Cash, Beginning of Year0 56,823
Cash, End of Year26,731 0
Supplemental Disclosures:
Interest paid0 0
Income taxes paid0 0
Non-cash Investing and Financing Activities:
Conversion of notes payable and accrued interest:1,895,562 0
Fair value of common shares issued0 0
Derecognition of notes payable and accrued interest229,322 0
Derecognition of unamortized discount(1,448,326)0
Derecognition of derivative liabilities $ 648,129 $ 0
Conversion of preferred stock:(376325)92287
Fair value of common stock issued $ 259,971 $ 0
Derecognition of preferred stock(286,782)0
Deemed divided(215,039)(102,088)
Discount related to issuance of preferred stock256,526 690,398
Deemed dividends on preferred stock (excluding conversions)(262,901)(219,767)
Cashless exercise of warrants105,038 0
Original issue discount on convertible debt0 68,250
Increase in value of warrants370,726 0
Conversion of accrued liabilities with issuance of common stock67,073 0
Issuance of common shares for commitment fee on equity line8,000 0
Discount for issuance of convertible debt1,894,563 7,165
Reclassification of security deposit to accounts payable $ 4,013 $ 0

Organization and Description of

Organization and Description of Business12 Months Ended
Dec. 31, 2020
Organization and Description of Business
1. Organization and Description of BusinessIGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada. The Company’s principal business is the development and marketing of software services for the automotive industry. The Company works with wireless carriers, hardware suppliers and software developers to provide direct and secure access to information on the vehicle and the driver’s behavior. The software services are delivered from the AWS Cloud to the consumer and their families over the wireless networks and accessed from any mobile or desktop device. The software services are marketed to automotive dealers, financial institutions, and direct-to-consumer through various commercial and consumer brands. Going Concern The consolidated financial statements as of and for the year ended December 31, 2020 have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations and has negative operating cash flows since inception, has a working capital deficit of $1,071,809 and an accumulated deficit of $15,185,157 as of December 31, 2020, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully growing its operations organically or through acquisitions. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Summary of Significant Accounti

Summary of Significant Accounting Policies12 Months Ended
Dec. 31, 2020
Summary of Significant Accounting Policies
2. Summary of Significant Accounting PoliciesBasic of Presentation and Consolidation These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA. All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2020 and 2019, the allowance for doubtful accounts was approximately $22,000 and $21,000, respectively. Inventory Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2020 and 2019. Equipment Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2020 and 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line Goodwill Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2020 and 2019, the carrying value for that reporting unit is negative. Impairment of Long-lived Assets The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. Fair Value Measurements and Financial Instruments In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 7 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. Revenue Recognition and Deferred Revenue We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2020 and 2019, deferred revenues, net of contract assets totaled $138,812 and $262,465, respectively, and contract assets totaled $66,022 and $143,088, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the year ended December 31, 2020, the Company recorded additions to deferred revenues of $152,828 and recognized total revenues of $353,547 through the amortization of deferred revenues. During the year ended December 31, 2020, the Company recognized revenues of $303,406 related to deferred revenues outstanding as of December 31, 2019 as the services were performed. Financing Costs and Debt Discount Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations. Income Taxes Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based Compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Loss Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2020 and 2019, the Company has 262,930,295 and 68,247,452 potentially dilutive shares outstanding, respectively. Recent Accounting Pronouncement In August 2020, the FASB issued ASU 2020-06, ”Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)”

Accounts and Other Receivables

Accounts and Other Receivables12 Months Ended
Dec. 31, 2020
Accounts and Other Receivables
3. Accounts and Other Receivables December 31, 2020 December 31, 2019 Trade accounts receivable $ 57,298 $ 39,398 Allowance for doubtful accounts (22,468 ) (21,262 ) $ 34,830 $ 18,136

Goodwill

Goodwill12 Months Ended
Dec. 31, 2020
Goodwill
4. GoodwillAs of December 31, 2020 and 2019, the Company had goodwill of $505,508 related to the acquisition of Nimbo Tracking, LLC.

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities12 Months Ended
Dec. 31, 2020
Accounts Payable and Accrued Liabilities
5. Accounts Payable and Accrued Liabilities December 31, 2020 December 31, 2019 Trade accounts payable $ 686,222 $ 744,716 Accrued liabilities 19,349 44,162 Accrued interest payable 19,064 19,064 Payroll and commissions payable 32,101 85,416 Unrecognized tax position 90,000 90,000 $ 846,736 $ 983,358

Convertible Debentures and Note

Convertible Debentures and Notes Payable12 Months Ended
Dec. 31, 2020
Convertible Debentures and Notes Payable
6. Convertible DebenturesOn May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”) for a total principal amount of up to $150,000 with cash proceeds of up to $124,500, resulting in an original issue discount of up to $25,500. The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment. The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes. Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. During the quarter ended June 30, 2019, $10,000 was added to the principal balance for the first tranche. In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10 (for illustrative purposes, the first tranche face value is equal to $50,000, which resulted in the issuance of a warrant to purchase 250,000 shares of the Company’s common stock). Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. During the quarter ended June 30, 2019, the Company received $40,000 in net cash proceeds, after paying $1,500 of direct funding costs. The related principal amount due for the first tranche (“First Tranche”) was $50,000. For the first tranche, using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be $100,000 and recorded a related derivative liability. Related to the derivative liability, the bonus interest, and the direct financing costs, the Company recorded a full debt discount of $60,000 for the Promissory Note, which is being amortized to interest expense over the term of the Promissory Note using the effective interest method and an additional $50,000 directly to interest expense. On December 9, 2019, the Holder converted a portion of the Promissory Note into shares of common stock. The Holder received 300,000 shares of common stock for the conversion of principal, accrued interest, and fees totaling $7,165. During the quarter ended September 30, 2019, the Company received an aggregate of $213,250 in net cash proceeds, after paying $6,750 of direct funding costs, from three note holders under the same terms as the Promissory Note. The related principal amount due for the convertible debt instruments entered into during the quarter ended September 30, 2019 was $255,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion features to be approximately $354,000 and recorded the related derivative liabilities. Related to the derivative liabilities, the bonus interest, and the direct financing costs, the Company recorded full debt discounts totaling approximately $255,000 for the notes which is being amortized to interest expense over the term of the notes using the effective interest method and an additional approximately $106,000 directly to interest expense. As the Conversion Price fell below $0.025 per share, during the quarter ended September 30, 2019, $10,000 was added to the principal balance on one of the notes (per the terms of that note). Related to the notes issued during the quarter ended September 30, 2019, the Company issued warrants to purchase a total of 525,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. On October 1, 2019, the Company received $37,500 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $44,000. In connection with the note, the Company issued 100,000 shares of common stock, which were valued at the market price on the date of issuance of $0.05 per share. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $29,000 and recorded a related derivative liability. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $41,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on December 19, 2021. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on January 10, 2022. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On November 2, 2020, the Company received $146,500 in net cash proceeds from a note holder under an Inventory Financing Promissory Note. The related principal amount due for the convertible debt instrument was $168,000. The note bears interest at 12% per annum and matures on May 2, 2022. Principal and accrued interest are convertible into common stock at a variable conversion price, which is 80% of the average two lowest traded prices for common stock during a 10-day trading period prior to conversion. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $99,000 and recorded a related derivative liability for that amount. The Company also issued 2,000,000 shares of common stock to the note holder as additional compensation. The value of the shares, $14,800. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling approximately $135,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. During the year ended December 31, 2020, the holders of the convertible notes converted a total of $379,203 of principal, interest and fees for a total of 659,021,898 shares of common stock. Related to these conversions during the year ended December 31, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $1,448,326 and a reduction of the debt discount of $229,322 as components of the loss on settlement of debt. During the year ended December 31, 2020, the Company recorded $134,263 of interest expense related to the amortization of the debt discounts. During the three months ended March 31, 2020 the Company borrowed $50,000 from a shareholder under the terms of a note payable bearing interest of 8% per annum. The note was repaid with interest (totaling $922) during the three months ended March 31, 2020. On May 4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. On July 7, 2020, the Company entered into a secured disaster loan with the SBA with a principal amount of $150,000. The SBA loan bears interest at 3.75% per annum and matures in July 2050. The Company is required to make monthly principal and interest payments of $731 beginning in July 2021. As of December 31, 2020 long-term debt matures as follows: Year Ending Notes Payable Convertible Notes Total 2021 $ 5,943 $ 37,224 $ 43,167 2022 32,940 197,106 230,036 2023 28,951 - 28,951 2024 3,296 - 3,296 2025 3,422 - 3,422 Thereafter 138,620 - 138,620 $ 213,162 $ 234,330 $ 447,492

Derivative Liabilities

Derivative Liabilities12 Months Ended
Dec. 31, 2020
Derivative Liabilities
7. Derivative LiabilitiesDuring the years ended December 31, 2020 and 2019, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 6) and convertible series A preferred stock with variable exercise prices based on market rates (see Note 9). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the years ended December 31, 2020 and 2019, assuming no expected dividends: 2020 2019 Expected volatility 271-322 % 219% - 264 % Risk free interest rate 0.3-1.41 % 1.55% - 2.34 % Expected life (in years) 0.5-1.5 0.8 – 1.5 The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of December 31, 2020 and 2019. Level 3 Carrying Value as of December 31, 2020 Level 3 Carrying Value as of December 31, 2019 Derivative liabilities: Embedded conversion feature – convertible debt $ 97,024 $ 87,571 Embedded conversion feature – preferred stock 92,751 4,751 $ 189,775 $ 92,322 The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs: For The Year Ended December 31, 2020 For The Year Ended December 31, 2019 Embedded Conversion Features – Debt Instruments Balances, as of the beginning of the year $ 87,571 $ - Derivative liabilities recorded upon issuance of debt instruments 301,351 483,331 Extinguishment due to conversion of debt instruments (1,448,326 ) (3,055 ) Net changes in fair value included in net loss 1,156,428 (392,705 ) Ending balance $ 97,024 $ 87,571 Embedded Conversion Features – Preferred Stock Balances, as of the beginning of the year $ 4,751 $ - Derivative liabilities recorded upon issuance of preferred stock 519,427 207,067 Extinguishment due to conversion of preferred stock (340,234 ) (22,067 ) Net changes in fair value included in net loss (91,193 ) (180,249 ) Ending balance $ 92,751 $ 4,751 Total ending balance $ 189,775 $ 92,322

Related Party Transactions

Related Party Transactions12 Months Ended
Dec. 31, 2020
Related Party Transactions
8. Related Party Transactions (a) During the years ended December 31, 2020 and 2019, the Company incurred approximately $142,000 and $143,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, 2020 and 2019, the Company owed approximately $9,000 and $145,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand. (b) During the years ended December 31, 2020 and 2019, the Company incurred approximately $64,000 and $120,000, respectively, in purchases of hardware from a vendor controlled by a director of the Company. As of December 31, 2020 and 2019, the amounts owed to this related-party vendor were approximately $12,000 and $45,000 respectively. (c) During the year ended December 31, 2020, the Company issued 26,828,800 shares of common stock for the conversion of $67,073 of accrued expenses owed to the CEO and VP of Operations.

Redeemable Preferred Stock and

Redeemable Preferred Stock and Stockholders Deficit12 Months Ended
Dec. 31, 2020
Redeemable Preferred Stock and Stockholders Deficit
9. Redeemable Preferred Stock and Stockholders' DeficitPreferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”). On April 9, 2019 and separately on June 11, 2019, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor and issued 86,000 shares for net proceeds of $75,000 (after deducting $3,000 of direct legal costs) and on June 11, 2019, the Company issued 58,300 shares for net proceeds of $50,000 (after $3,000 deduction of direct legal costs). On September 17, 2019, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,300 shares of net proceeds of $50,000 (after $3,000 deduction of direct legal costs). During the year ended December 31, 2020, the Company entered into a Series A Preferred Stock Purchase Agreements with investors. The Company issued 333,850 shares for proceeds of $303,070. Rights and Privileges of the Series A Preferred Stock · Voting · Dividends · Liquidation Preference · Redemption · Mandatory Redemption · Conversion · Default Adjustments Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the year ended December 31, 2020, the Company issued 333,850 shares of series A preferred stock for proceeds of $303,070. Related to these issuances, the Company recorded derivative liabilities of $519,427 and discounts to the preferred stock of $256,526, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of approximately $203,000. During 2019, holders converted 42,000 shares of Series A Preferred stock into 2,977,226 shares of common stock at the Variable Conversion Price as defined above, resulting in a loss on extinguishment of $23,000. During the year ended December 31, 2020, the holder of the series A preferred stock converted 308,000 shares of series A preferred stock and accrued dividends into 272,256,929 shares of common stock. Related to these conversions during the year ended December 31, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $340,234 and a reduction of the preferred stock discount of $253,896 and $202,021 of deemed dividend. Rights and Privileges of the Series B Preferred Stock On February 10, 2020, the Company designated and subsequently issued 1,000,000 shares of its newly formed Series B Super Voting Preferred Stock. Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share. The grant date fair value of the Series B preferred stock issued during the three months ended March 31, 2020 was estimated based upon the control premium of the Company, less a 10% discount. $277,543 was recorded to stock-based director compensation expense in the accompanying condensed consolidated statement of operations. Common Stock 2020 During the year ended December 31, 2020, the Company sold a total of 44,803,645 shares of common stock for proceeds of $202,973 of which $51,723 was raised under the Equity Purchase Agreement (see below). During the year ended December 31, 2020 the Company issued a total of 931,278,827 shares of common stock for the conversion of debt, accrued interest and fees, and the conversion of series A preferred stock and accrued dividends. During the year ended December 31, 2020, the Company issued 105,038,690 shares of common stock for the cashless exercise of warrants. During the year ended December 31, 2020, the Company issued 26,828,800 shares of common stock for the conversion of $67,072 of accrued expenses owed to the CEO and VP of Operations. On July 27, 2020, the Company entered into an Equity Purchase Agreement with an investor. Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s common stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value (as defined). During the year ended December 31, 2020, the Company issued 8,000,000 shares of common stock as a commitment fee on an equity line of credit with an investor, which was recorded as an offset to additional paid in capital in the accompanying condensed consolidated financial statements. Also during the year ended December 31, 2020, the Company issued 18,053,645 shares of common stock for $51,723 under the Equity Purchase Agreement. 2019 During the year ended December 31, 2019, the Company sold 4,000,000 shares of common stock for proceeds of $135,000. During the year ended December 31, 2019, the Company issued 150,000 shares of common stock for services valued at $6,000. During the year ended December 31, 2019, the Company issued 100,000 shares of common stock in connection with the issuance of a convertible debenture valued at $5,000 (see Note 7). During the year ended December 31, 2019, the Company issued 300,000 shares of common stock in connection with the conversion of principal under a convertible debenture, along with related fees, valued at $7,165 (see Note 7). During the year ended December 31, 2019, the Company issued 2,977,226 shares of common stock in connection with conversions of Series A Preferred Stock valued at $80,122 (see Note above).

Share Purchase Warrants

Share Purchase Warrants12 Months Ended
Dec. 31, 2020
Share Purchase Warrants
10. Share Purchase WarrantsThe following table summarizes the activity of the Company’s share purchase warrants: Number of warrants Weighted average exercise price Balance, January 1, 2019 3,899,673 $ 0.20 Issued 775,000 0.10 Expired (147,059 ) 0.35 Balance, December 31, 2019 4,527,614 0.18 Issued - - Adjusted for triggered down-round provisions 315,521,528 0.00 Exercised (96,957,101 ) 0.00 Expired (56,574,123 ) 0.00 Balance, December 31, 2020 166,517,918 $ 0.00 As of December 31, 2020, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918 During the year ended December 31, 2020, the Company recognized the triggering of the down-round provisions of certain warrants associated with the convertible debt instruments issued in 2019. As a result, the reset exercise price increased the number of warrant shares accordingly. As of December 31, 2020, the new exercise price for the warrants is $0.000245 per share. Per the relevant accounting guidance, the Company valued the warrants before and after each triggering event and recorded the total increase in value as a deemed dividend to the warrant holder with an offset to additional paid in capital. For the year ended December 31, 2020, the increase in value of the warrants due to the triggering events totaled $370,726 and was properly included in the Company’s earnings per share amounts on the accompanying statement of operations. On August 21, 2020, the Company modified 2,222,222 warrants held by two investors. Per the terms of the modifications, the Company reduced the exercise price from $0.23 to $0.03 and extended the term of the warrants to now expire on December 2, 2024. In accordance with relevant accounting guidance, the Company valued the warrants before and after modification. There was no change in valuation due to the modifications.

Stock Options

Stock Options12 Months Ended
Dec. 31, 2020
Stock Options
11. Stock OptionsThe Company established a stock option plan for directors, officers, employees and consultants of the Company (the “Plan”). The purpose of the Plan is to give to directors, officers, employees and consultants of the Company, as additional compensation, the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined) prevailing on the date the option is granted. As of December 31, 2020, there were 4,765,000 shares available under the Plan. The following table summarizes the activity of the Company’s stock options: Number of options Weighted average exercise price Aggregate intrinsic value Balance, January 1, 2019 4,190,000 $ 0.16 Granted 1,500,000 0.04 Exercised - - Cancelled / forfeited - - Balance, December 31, 2019 5,690,000 $ 0.13 $ - Granted - - Cancelled / forfeited (2,440,000 ) 0.19 Balance, December 31, 2020 3,250,000 $ 0.09 $ - Vested as of December 31, 2020 3,250,000 $ 0.09 $ - Unvested as of December 31, 2020 - $ - $ - Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 3.4 0.04 1,500,000 0.04 $ 0.08 250,000 1.8 0.08 250,000 0.08 $ 0.13 1,425,000 1.4 0.13 1,425,000 0.13 $ 0.16 75,000 0.7 0.16 75,000 0.16 3,250,000 2.3 $ 0.09 3,250,000 $ 0.09 During the year ended December 31, 2020, the Company did not issue any options to employees. During the year ended December 31, 2019, the Company issued 1,500,000 options to employees with an estimated fair value per share of $0.04 using the Black-Scholes Option Pricing Model with the following inputs, volatility of 243%, risk-free rate of 2.2%, and an expected term of 5 years. The options vested 25% quarterly over 1 year. During the year ended December 31, 2020 and 2019, the Company recorded $15,000 and $51,000, respectively, of stock-based compensation expense related to stock option grants. As of December 31, 2020, the Company had no unrecognized compensation expense.

Segments

Segments12 Months Ended
Dec. 31, 2020
12. SegmentsThe Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information. Segmentation by geographical location is not presented as all revenues are earned in the U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company.

Risk and Uncertainities

Risk and Uncertainities12 Months Ended
Dec. 31, 2020
Risk and Uncertainities
13. Concentration RiskThe Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances. During the year ended December 31, 2020 and 2019, the Company had two and one customers which accounted for 61% and 24%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues. As of December 31, 2020 and 2019, the Company had three and four customers, respectively, which accounted for 99% and 99%, respectively, of the gross accounts receivable balance. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Through December 31, 2020, COVID-19 has had an impact on the economy, the auto industry, and the Company’s 2020 revenue activity. Looking forward, it could continue to have a material adverse effect on the Company’s business, financial condition, liquidity, results of operations, and cash flows.

Income Taxes

Income Taxes12 Months Ended
Dec. 31, 2020
Income Taxes
14. Income TaxesThe Company’s income tax provision consists of the following: 2020 2019 Current: Federal $ - $ - State - - Foreign - - Total Current - - Deferred: Federal - - State - - Foreign - - Total Deferred - - Provision for income taxes $ - $ - A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows: 2020 2019 Computed tax benefit at federal statutory rate $ (554,289 ) $ (100,605 ) Permanent items 1,778 11,913 Stock-based compensation 58,284 1,050 Incentive stock options - - Conversion feature derivative liability 24,394 (37,852 ) Interest expense, derivative liability 34,505 36,428 Uncertain tax positions - - Impact of difference related to foreign earnings - 1,469 Gain on extinguishment of debt - - Change in fair value of derivative liability 223,699 (42,748 ) Valuation allowance 211,629 130,345 Provision for income taxes $ - $ - Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 2,501,000 $ 2,192,000 Stock-based compensation 6,000 7,000 Accounts receivable and other timing differences 140,000 197,000 Basis difference in assets and debt (64,000 ) (109,000 ) Total Deferred Tax Asset 2,583,000 2,287,000 Valuation allowance (2,583,000 ) (2,287,000 ) Net Deferred Tax Asset $ - $ - Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets for the U.S. federal and state have been fully offset by a valuation allowance. As of December 31, 2020, the Company had net operating loss carryforwards for federal and state income tax purposes of $ 8,335,000 and $ 8,084,000, respectively, which expire beginning in the year 2029. The Company is required to file US federal and California tax returns, however the Company has not filed its federal or state returns since 2009 Due to the Company’s loss position the statute remains open for any losses carried over into the current year which means all years from 2007 remain open to examination. The Company has adopted FASB ASC 740, “Income Taxes” to account for income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement. This standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax return. ASC 740 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transaction. In accordance with ASC 740-10-50, the Company is classifying interest and penalties as a component of tax expense. The Company has a reserve related to unrecognized tax positions of $90,000 as of December 31, 2020, which is presented as part of accounts payable and accrued liabilities. These unrecognized tax positions, if recognized, would affect the effective tax rate. A reconciliation of the change in the unrecognized tax positions for the year ended December 31, 2020 is as follows: Federal and State Balance at January 1, 2020 $ 90,000 Additions for tax positions related to current year - Additions for tax positions related to prior years - Balance at December 31, 2020 $ 90,000

Commitments and Contingencies

Commitments and Contingencies12 Months Ended
Dec. 31, 2020
Commitments and Contingencies
15. Commitments and ContingenciesWithheld Payroll Taxes Since its inception, the Company has made several payments to employees for wages, net of state and federal income taxes. Due to cash constraints, the Company has not yet remitted all of these withheld amounts to the appropriate government agency. Accordingly, as of December 31, 2020 and 2019 the Company has recorded $37,984 and $37,984, respectively, related to this obligation in accounts payable and accrued liabilities, including estimated penalties and interest. Operating Lease Rent expense for the years ended December 31, 2020 and 2019 was approximately $16,000 and $39,000, respectively. As our lease is considered short-term under the accounting guidance of ASC 842 as of December 31, 2020, we have not included the related disclosures required under ASC 842. Our lease is a twelve-month lease that expires in May 2021 and upon expiration our lease continues on a month-to-month basis. Our monthly lease expense for this arrangement is approximately $1,000 per month. Indemnities and Guarantees We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets. Legal Matters In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations. The Company has filed a lawsuit against a former distributor for breach of contract resulting in losses to the Company estimated to be in excess of $1,000,000. A court date has been set for June 18, 2021.

Restatements

Restatements12 Months Ended
Dec. 31, 2020
Restatements
16. RestatementsDuring 2020, we discovered that an accounting error had been made related to the Company not properly classifying certain cost of revenue expenses, which were incorrectly included in selling, general, and administrative expenses. It was determined that the error was not material to the 2019 consolidated financial statements. As such, we computed the appropriate amounts related to 2019 and recorded such in the accompanying consolidated financial statements. See below for a summary of the corrections made for this error: Account Previously Recorded Balance Corrected Balance Correction Made Statement of Operations Cost of revenues $ 428,031 $ 516,057 $ 88,026 Selling, general and administrative expenses $ 572,297 $ 484,271 $ (88,026 ) Net loss $ (479,073 ) $ (479,073 ) $ - Loss per share $ (0.01 ) $ (0.01 ) $ -

Subsequent Events

Subsequent Events12 Months Ended
Dec. 31, 2020
Subsequent Events
17. Subsequent EventsThe Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements. On January 5, 2021, stockholders holding 1,500,000 shares of $0.001 par value Series B Super Voting Preferred Stock (“Series B Preferred Stock”), consented to amend the Articles of Incorporation. Each share of Series B Preferred Stock has voting power equal to 500 shares of Common Stock. The voted Preferred shares, which equal approximately 62%, of the total voting power of the Company’s issued and outstanding capital stock, consented in writing to amend the Company’s Articles of Incorporation (the “Articles of Amendment”). This consent was sufficient to approve the Articles of Amendment under Nevada law and our Articles of Incorporation, which will increase the Company’s authorized shares of capital stock to 1,750,000,000 shares from 1,500,000,000 shares, of which 1,740,000,000 will be Common Stock, and 10,000,000 will be Preferred Stock, with such rights and preferences as set by the Board of Directors from time to time. On January 5, 2021, the Company converted $16,543 of accrued commissions to the VP of Operations in exchange for 3,243,785 shares of common stock. On January 5, 2021, the Company issued 4,901,961 shares of common stock through a private placement with an investor for cash proceeds of $25,000. On January 14, 2021, the Company issued a total of 7,500,000 shares of common stock to Crown Bridge Partners LLC in accordance with the Equity-Line Purchase Agreement of July 27, 2020 for cash proceeds of $36,000. On February 1, 2021 the Company issued 58,850 Series A Preferred shares to Geneva Roth Remarks Holdings Inc., for cash proceeds of $53,500. On February 11, 2021, the Company issued 500,000 shares of Series B Super Voting Preferred stock to its directors. On February 12, 2021, the Company issued 8,787,246 shares of common stock to Geneva Roth Remarks Holdings, Inc. for the conversion of 58,300 shares of Series A preferred stock. On March 1, 2021 the Company issued 80,850 Series A Preferred shares to Geneva Roth Remarks Holdings Inc. for cash proceeds of $73,500. On March 8, 2021, the Company issued 3,956,522 shares of common stock to Geneva Roth Remarks Holdings, Inc. for the conversion of 35,000 shares of Series A preferred stock. On March 9, 2021, the Company issued 1,437,303 shares of common stock to Geneva Roth Remarks Holdings, Inc. for the conversion of 12,703 shares of Series A preferred stock. On March 26, 2021, the Company issued a total of 9,375,000 shares of common stock to Crown Bridge Partners LLC in accordance with the Equity-Line Purchase Agreement of July 27, 2020 for cash proceeds of $75,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)12 Months Ended
Dec. 31, 2020
Summary of Significant Accounting Policies
Basic of Presentation and Consolidation These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA. All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.
Use of EstimatesThe preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents.
Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2020 and 2019, the allowance for doubtful accounts was approximately $22,000 and $21,000, respectively.
Inventory Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2020 and 2019.
Equipment Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2020 and 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line
Goodwill Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2020 and 2019, the carrying value for that reporting unit is negative.
Impairment of Long-lived Assets The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs.
Fair Value Measurements and Financial InstrumentsIn accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 7 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.
Revenue Recognition and Deferred RevenueWe recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2020 and 2019, deferred revenues, net of contract assets totaled $138,812 and $262,465, respectively, and contract assets totaled $66,022 and $143,088, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the year ended December 31, 2020, the Company recorded additions to deferred revenues of $152,828 and recognized total revenues of $353,547 through the amortization of deferred revenues. During the year ended December 31, 2020, the Company recognized revenues of $303,406 related to deferred revenues outstanding as of December 31, 2019 as the services were performed.
Financing Costs and Debt Discount Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations.
Income Taxes Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Stock-based Compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur.
Derivative Financial InstrumentsThe Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.
Loss Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2020 and 2019, the Company has 262,930,295 and 68,247,452 potentially dilutive shares outstanding, respectively.
Recent Accounting PronouncementsIn August 2020, the FASB issued ASU 2020-06, ”Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)12 Months Ended
Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of computing depreciation, method of depreciating equipment Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line

Accounts and Other Receivables

Accounts and Other Receivables (Tables)12 Months Ended
Dec. 31, 2020
Accounts and Other Receivables
Schedule of Accounts and Other Receivables December 31, 2020 December 31, 2019 Trade accounts receivable $ 57,298 $ 39,398 Allowance for doubtful accounts (22,468 ) (21,262 ) $ 34,830 $ 18,136

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)12 Months Ended
Dec. 31, 2020
Accounts Payable and Accrued Liabilities (Tables)
Schedule of Accounts Payable and Accrued Liabilities December 31, 2020 December 31, 2019 Trade accounts payable $ 686,222 $ 744,716 Accrued liabilities 19,349 44,162 Accrued interest payable 19,064 19,064 Payroll and commissions payable 32,101 85,416 Unrecognized tax position 90,000 90,000 $ 846,736 $ 983,358

Convertible Debentures and No_2

Convertible Debentures and Notes Payable (Tables)12 Months Ended
Dec. 31, 2020
Accounts Payable and Accrued Liabilities (Tables)
Schedule of long-term debt matures Year Ending Notes Payable Convertible Notes Total 2021 $ 5,943 $ 37,224 $ 43,167 2022 32,940 197,106 230,036 2023 28,951 - 28,951 2024 3,296 - 3,296 2025 3,422 - 3,422 Thereafter 138,620 - 138,620 $ 213,162 $ 234,330 $ 447,492

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)12 Months Ended
Dec. 31, 2020
Derivative Liabilities (Tables)
Schedule of assumptions used fair value derivative liabilities 2020 2019 Expected volatility 271-322 % 219% - 264 % Risk free interest rate 0.3-1.41 % 1.55% - 2.34 % Expected life (in years) 0.5-1.5 0.8 – 1.5
Schedule of derivative liabilities measured at fair value For The Year Ended December 31, 2020 For The Year Ended December 31, 2019 Embedded Conversion Features – Debt Instruments Balances, as of the beginning of the year $ 87,571 $ - Derivative liabilities recorded upon issuance of debt instruments 301,351 483,331 Extinguishment due to conversion of debt instruments (1,448,326 ) (3,055 ) Net changes in fair value included in net loss 1,156,428 (392,705 ) Ending balance $ 97,024 $ 87,571 Embedded Conversion Features – Preferred Stock Balances, as of the beginning of the year $ 4,751 $ - Derivative liabilities recorded upon issuance of preferred stock 519,427 207,067 Extinguishment due to conversion of preferred stock (340,234 ) (22,067 ) Net changes in fair value included in net loss (91,193 ) (180,249 ) Ending balance $ 92,751 $ 4,751 Total ending balance $ 189,775 $ 92,322
Summary of fair value of derivative liabilities on a recurring basis Level 3 Carrying Value as of December 31, 2020 Level 3 Carrying Value as of December 31, 2019 Derivative liabilities: Embedded conversion feature – convertible debt $ 97,024 $ 87,571 Embedded conversion feature – preferred stock 92,751 4,751 $ 189,775 $ 92,322

Share Purchase Warrants (Tables

Share Purchase Warrants (Tables)12 Months Ended
Dec. 31, 2020
Share Purchase Warrants
Schedule of share purchase warrants Number of warrants Weighted average exercise price Balance, January 1, 2019 3,899,673 $ 0.20 Issued 775,000 0.10 Expired (147,059 ) 0.35 Balance, December 31, 2019 4,527,614 0.18 Issued - - Adjusted for triggered down-round provisions 315,521,528 0.00 Exercised (96,957,101 ) 0.00 Expired (56,574,123 ) 0.00 Balance, December 31, 2020 166,517,918 $ 0.00
Schedule of share purchase warrants outstanding Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918

Stock Options (Tables)

Stock Options (Tables)12 Months Ended
Dec. 31, 2020
Stock Options
Schedule of Stock Options Roll Forward Number of options Weighted average exercise price Aggregate intrinsic value Balance, January 1, 2019 4,190,000 $ 0.16 Granted 1,500,000 0.04 Exercised - - Cancelled / forfeited - - Balance, December 31, 2019 5,690,000 $ 0.13 $ - Granted - - Cancelled / forfeited (2,440,000 ) 0.19 Balance, December 31, 2020 3,250,000 $ 0.09 $ - Vested as of December 31, 2020 3,250,000 $ 0.09 $ - Unvested as of December 31, 2020 - $ - $ -
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 3.4 0.04 1,500,000 0.04 $ 0.08 250,000 1.8 0.08 250,000 0.08 $ 0.13 1,425,000 1.4 0.13 1,425,000 0.13 $ 0.16 75,000 0.7 0.16 75,000 0.16 3,250,000 2.3 $ 0.09 3,250,000 $ 0.09

Income Taxes (Tables)

Income Taxes (Tables)12 Months Ended
Dec. 31, 2020
Income Taxes
Schedule of income tax provision 2020 2019 Current: Federal $ - $ - State - - Foreign - - Total Current - - Deferred: Federal - - State - - Foreign - - Total Deferred - - Provision for income taxes $ - $ -
Unrecognized tax benefits Federal and State Balance at January 1, 2020 $ 90,000 Additions for tax positions related to current year - Additions for tax positions related to prior years - Balance at December 31, 2020 $ 90,000
Schedule of deferred tax assets 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 2,501,000 $ 2,192,000 Stock-based compensation 6,000 7,000 Accounts receivable and other timing differences 140,000 197,000 Basis difference in assets and debt (64,000 ) (109,000 ) Total Deferred Tax Asset 2,583,000 2,287,000 Valuation allowance (2,583,000 ) (2,287,000 ) Net Deferred Tax Asset $ - $ -
Schedule of reconciliation of income tax expense 2020 2019 Computed tax benefit at federal statutory rate $ (554,289 ) $ (100,605 ) Permanent items 1,778 11,913 Stock-based compensation 58,284 1,050 Incentive stock options - - Conversion feature derivative liability 24,394 (37,852 ) Interest expense, derivative liability 34,505 36,428 Uncertain tax positions - - Impact of difference related to foreign earnings - 1,469 Gain on extinguishment of debt - - Change in fair value of derivative liability 223,699 (42,748 ) Valuation allowance 211,629 130,345 Provision for income taxes $ - $ -

Restatements (Tables)

Restatements (Tables)12 Months Ended
Dec. 31, 2020
Income Taxes
Schedule of Restatements Account Previously Recorded Balance Corrected Balance Correction Made Statement of Operations Cost of revenues $ 428,031 $ 516,057 $ 88,026 Selling, general and administrative expenses $ 572,297 $ 484,271 $ (88,026 ) Net loss $ (479,073 ) $ (479,073 ) $ - Loss per share $ (0.01 ) $ (0.01 ) $ -

Organization and Description _2

Organization and Description of Business (Details Narrative) - USD ($)Dec. 31, 2020Dec. 31, 2019
Organization and Description of Business (Details Narrative)
Accumulated deficit $ (15,185,157) $ (11,630,660)
Working capital deficit $ (1,071,809)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)12 Months Ended
Dec. 31, 2020
Computer Equipment [Member]
Property, Plant and Equipment, Depreciation MethodsStraight-line
Property, Plant and Equipment, Useful Life3 years
Office Equipment [Member]
Property, Plant and Equipment, Depreciation MethodsStraight-line
Property, Plant and Equipment, Useful Life5 years
Software [Member]
Property, Plant and Equipment, Depreciation MethodsStraight-line
Property, Plant and Equipment, Useful Life3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Additional deferred revenue $ 152,828
Potentially dilutive shares outstanding262,930,295 68,247,452
Revenues recognized $ 353,547
Deferred revenue138,812 $ 262,465
Allowance for doubtful accounts22,000 21,000
Contract asset balance [Member]
Deferred revenue66,022 $ 143,088
Deferred revenues outstanding [Member]
Revenues recognized $ 303,406

Accounts and Other Receivable_2

Accounts and Other Receivables (Details) - USD ($)Dec. 31, 2020Dec. 31, 2019
Accounts and Other Receivables
Trade accounts receivable $ 57,298 $ 39,398
Allowance for doubtful accounts(22,468)(21,262)
Accounts and other receivables $ 34,830 $ 18,136

Goodwill (Details Narrative)

Goodwill (Details Narrative) - USD ($)Dec. 31, 2020Dec. 31, 2019
Goodwill
Goodwill $ 505,508 $ 505,508

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities (Details) - USD ($)Dec. 31, 2020Dec. 31, 2019
Accounts Payable and Accrued Liabilities
Trade accounts payable $ 686,222 $ 744,716
Accrued liabilities19,349 44,162
Accrued interest payable19,064 19,064
Payroll and commissions payable32,101 85,416
Unrecognized tax position90,000 90,000
Accounts payable and accrued liabilities $ 846,736 $ 983,358

Convertible Debentures and No_3

Convertible Debentures and Notes Payable (Details)Dec. 31, 2020USD ($)
2021 $ 43,167
2022230,036
202328,951
20243,296
20253,422
Thereafter138,620
Total447,492
Notes Payable [Member]
20215,943
202232,940
202328,951
20243,296
20253,422
Thereafter138,620
Total213,162
Convertible Notes [Member]
202137,224
2022197,106
20230
20240
20250
Thereafter0
Total $ 234,330

Convertible Debentures and No_4

Convertible Debentures and Notes Payable (Details Narrative) - USD ($)Nov. 02, 2020Jul. 10, 2020Jul. 07, 2020May 04, 2020Oct. 01, 2019Jun. 19, 2020Dec. 09, 2019May 17, 2019Mar. 31, 2020Sep. 30, 2019Jun. 30, 2019Dec. 31, 2020Dec. 31, 2019Sep. 30, 2020
Proceeds from notes payable $ 406,449
Repayment of notes payable50,000 $ 0
Interest expenses242,411 9,719
Loss on settlement of debt $ (209,009) $ (23,324)
Convertible Notes [Member]
Debt conversion, converted instrument, shares issued659,021,898
Interest expenses $ 134,263
Debt conversion, converted instrument, principal, accrued interest, and fees379,203
Changes in derivative liability1,448,326
Loss on settlement of debt $ 229,322
Promissory Note One [Member]
Proceeds from notes payable $ 19,250 $ 37,500
Debt discount41,000
Notes payable44,000
Derivative liability, embedded conversion feature $ 29,000
Debt conversion, converted instrument, shares issued100,000
Conversion price $ 0.05
Promissory Note [Member]
Interest rate12.00%
Proceeds from notes payable $ 146,500 $ 19,250 $ 213,250
Debt discount168,000 25,000 25,000 255,000 $ 60,000
Notes payable255,000
Derivative liability, embedded conversion feature99,000 61,000 142,000 354,000 100,000
Debt conversion, converted instrument, shares issued300,000
Payment of funding cost6,750 1,500
First tranche, principal amount $ 135,000 25,000 25,000 50,000
Interest expenses $ 42,000 $ 122,000 106,000 $ 50,000
Debt conversion, converted instrument, principal, accrued interest, and fees $ 7,165 10,000
Additional to principal balance of note $ 0
Shareholder [Member]
Interest rate8.00%
Proceeds from notes payable $ 50,000
Repayment of notes payable $ 922
Crown Bridge Partners, LLC [Member] | Convertible Promissory Note [Member]
Interest rate7.00%
Debt maturityThe maturity date is 18 months from the effective date of each payment.
Proceeds from notes payable $ 124,500
Debt discount25,500
Line of credit, maximum borrowing capacity $ 150,000
Additional proceeding, descriptionAdditionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. During the quarter ended June 30, 2019, $10,000 was added to the principal balance for the first tranche.
SBA Loans [Member]
Interest rate3.75%
Debt maturityJuly 2050
Monthly principal and interest payments $ 731
Proceeds from notes payable $ 150,000
PPP Loan [Member]
Interest rate1.00%
Debt maturityMatures on May 4, 2022
Proceeds from notes payable $ 59,949
Adjustment [Member]
Exercise price $ 0.10
Issuance of warrants to purchase common stock525,000 250,000
Common Stock Purchase Warrant Agreement [Member]
Exercise price $ 0.10
Issuance of warrants to purchase common stock250,000

Derivative Liabilities (Details

Derivative Liabilities (Details) - Warrants [Member]12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Minimum [Member]
Expected volatility271.00%219.00%
Risk free interest rate0.30%1.55%
Expected life (in years)5 months 30 days9 months 18 days
Maximum [Member]
Expected volatility322.00%264.00%
Risk free interest rate1.41%2.34%
Expected life (in years)1 year 5 months 30 days1 year 5 months 30 days

Derivative Liabilities (Detai_2

Derivative Liabilities (Details 1) - USD ($)Dec. 31, 2020Dec. 31, 2019
Derivative liabilities
Embedded conversion feature - convertible debt $ 97,024 $ 87,571
Embedded conversion feature - preferred stock92,751 4,751
Derivative liabilities $ 189,775 $ 92,322

Derivative Liabilities (Detai_3

Derivative Liabilities (Details 2) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Embedded Conversion Features - Debt Instrument
Balances, as of the beginning of the year $ 87,571 $ 0
Derivative liabilities recorded upon issuance of debt instrument301,351 483,331
Extinguishment due to conversion of debt instruments(1,448,326)(3,055)
Net changes in fair value included in net loss1,156,428 (392,705)
Ending balance97,024 87,571
Embedded Conversion Features - Preferred Stock
Balances, as of the beginning of the year4,751 0
Derivative liabilities recorded upon issuance of preferred stock519,427 207,067
Extinguishment due to conversion of preferred stock(340,234)(22,067)
Net changes in fair value included in net loss(91,193)(180,249)
Ending balance92,751 4,751
Total ending balance $ 189,775 $ 92,322

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Officer [Member]
Management and consulting fees $ 142,000 $ 143,000
Director [Member]
Due to Related Parties9,000 145,000
Vendor [Member]
Due to Related Parties12,000 45,000
Purchase of hardware $ 64,000 $ 120,000
CEO and VP [Member]
Debt conversion, converted instrument, shares issued26,828,800
Debt conversion, converted instrument, accrued interest $ 67,073

Redeemable Preferred Stock an_2

Redeemable Preferred Stock and Stockholders Deficit (Details Narrative) - USD ($)Feb. 10, 2020Jun. 11, 2019Apr. 09, 2019Jul. 27, 2020Sep. 17, 2019Mar. 31, 2020Dec. 31, 2020Dec. 31, 2019
Common Stock issued upon exercise of warrants105,038,690
Common stock shares issued upon conversion of preferred stock and accrued dividend931,278,827
Preferred stock, par value $ 0.001
Preferred stock shares authorized10,000,000
Proceeds from issuance of stock $ 202,973 $ 135,000
Common Stock, Shares Issued During Period, Value259,971 0
Stock based compensation expense $ 277,543 $ 0
CEO and VP [Member]
Common Stock, shares issued26,828,800
Accrued expenses $ 67,072
Debt conversion, converted instrument, shares issued26,828,800
Debentures [Member]
Common stock shares issued in connection with convertible debt/equity100,000
Common stock value issued in connection with convertible debt/equity $ 5,000
Shares issued upon conversion of debentures300,000
Debt conversion, debentures converted, principal and related fees $ 7,165
Series A Preferred Stock [Member]
Preferred stock shares authorized1,250,000
Common stock shares issued in connection with convertible debt/equity2,977,226
Common stock value issued in connection with convertible debt/equity $ 80,122
Common Shares [Member]
Proceeds from issuance of stock $ 202,973 135,000
Common Stock, Shares Issued During Period, Value $ 44,803,645 $ 4,000,000
Common stock issued for services150,000
Common stock issued for services, value $ 6,000
Series A Convertible Preferred Stock [Member] | Holder [Member]
Common stock shares issued upon conversion of preferred stock and accrued dividend272,256,929 2,977,226
Preferred stock shares converted308,000 42,000
Loss on extinguishment $ 23,000
Changes in derivative liability $ 340,234
Deemed dividend202,021
Reduction of debt discount253,896
Series B Super Voting Preferred Stock [Member]
Preferred stock shares authorized1,000,000
Voting rightStock has voting rights equal to 500 shares of common stock
Stock based compensation expense $ 277,543
Repurchase share price $ 0.001
Equity Purchase Agreement [Member]
Common Stock, Shares Issued During Period, Value $ 51,723
Common Stock, Shares Issued During Period, Shares18,053,645
Common stock issued as a commitment fee8,000,000
Agreement descriptionPer the terms of the agreement, the investor will purchase up to $2,500,000 of the Companys common stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value
Rights and Privileges of the Series A Preferred Stock [Member]
Voting rightStock holders have no voting rights
Dividend, percentage8.00%
Stock conversion, descriptionAt any time after 6 months following the Issuance Date
Series A Preferred Stock Purchase Agreements [Member] | Investor [Member]
Proceeds from issuance of stock $ 50,000 $ 75,000 $ 50,000 $ 303,070
Common Stock, Shares Issued During Period, Value58,300 86,000 58,300 333,850
Deemed dividend203,000
Reduction of debt discount256,526
Derivative liabilities $ 519,427
Legal cost $ 3,000 $ 3,000 $ 3,000

Share Purchase Warrants (Detail

Share Purchase Warrants (Details) - Warrants [Member] - $ / shares12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Number of warrants, beginning balance4,527,614 3,899,673
Number of warrants, issued 775,000
Number of warrants, Adjusted for triggered down-round provisions315,521,528
Number of warrants, exercised(96,957,101)
Number of warrants, expired(56,574,123)(147,059)
Number of warrants, ending balance166,517,918 4,527,614
Weighted average exercise price, beginning balance $ 0.18 $ 0.20
Weighted average exercise price, issued0 0.10
Weighted average exercise price, adjusted for triggered down-round provisions0
Weighted average exercise price, exercised0
Weighted average exercise price, expired0 0.35
Weighted average exercise price, ending balance $ 0 $ 0.18

Share Purchase Warrants (Deta_2

Share Purchase Warrants (Details 1)12 Months Ended
Dec. 31, 2020$ / sharesshares
Number of warrants outstanding166,517,918
Warrants At 0.03 [Member]
Number of warrants outstanding2,222,222
Exercise price (in Dollars per share) | $ / shares $ 0.03
Expiry dateDecember 2, 2024
Warrants At 0.00 [Member]
Number of warrants outstanding163,265,304
Exercise price (in Dollars per share) | $ / shares $ 0
Expiry dateSeptember 23, 2024
Warrants At 0.15 [Member]
Number of warrants outstanding980,392
Exercise price (in Dollars per share) | $ / shares $ 0.15
Expiry dateDecember 2, 2021
Warrants At 0.20 [Member]
Number of warrants outstanding50,000
Exercise price (in Dollars per share) | $ / shares $ 0.20
Expiry dateJanuary 2, 2022

Share Purchase Warrants (Deta_3

Share Purchase Warrants (Details Narrative) - USD ($)1 Months Ended12 Months Ended
Aug. 21, 2020Dec. 31, 2020Dec. 31, 2019
Share Purchase Warrants
Revised exercise price of warrants $ 0.03 $ 0.000245
Revised numbers of warrants2,222,222
Maturity date of warrantsDec. 2,
2024
Increase in value of warrants due to triggering events $ 370,726 $ 0

Stock Options (Details)

Stock Options (Details) - Stock Option [Member] - $ / shares12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Number of warrants, beginning balance5,690,000 4,190,000
Number of shares, issued 1,500,000
Number of shares, exercised
Number of shares, cancelled / forfeited(2,440,000)
Number of warrants, ending balance3,250,000 5,690,000
Number of shares, Vested3,250,000
Number of shares, Unvested
Weighted average exercise price, beginning balance $ 0.13 $ 0.16
Weighted average exercise price, issued0 0.04
Weighted average exercise price, exercised0
Weighted average exercise price Cancelled / forfeited0.190
Weighted average exercise price, ending balance0.09 $ 0.13
Weighted average exercise price, Vested0.09
Weighted average exercise price, Unvested $ 0

Stock Options (Details 1)

Stock Options (Details 1) - $ / shares12 Months Ended
Dec. 31, 2020Dec. 31, 2019Dec. 31, 2018
Stock Option [Member]
Options Outstanding, Number of shares (in Shares)3,250,000 5,690,000 4,190,000
Options Outstanding, Weighted average remaining contractual life2 years 3 months 18 days
Options Outstanding, Weighted average exercise price $ 0.9
Options Exercisable, Number of shares (in Shares)3,250,000
Options Exercisable, Weighted average exercise price $ 0.9
Options 001 [Member]
Range of exercise prices $ 0.04
Options Outstanding, Number of shares (in Shares)1,500,000
Options Outstanding, Weighted average remaining contractual life3 years 4 months 24 days
Options Outstanding, Weighted average exercise price $ 0.04
Options Exercisable, Number of shares (in Shares)1,500,000
Options Exercisable, Weighted average exercise price $ 0.04
Options 002 [Member]
Range of exercise prices $ 0.08
Options Outstanding, Number of shares (in Shares)250,000
Options Outstanding, Weighted average remaining contractual life1 year 9 months 18 days
Options Outstanding, Weighted average exercise price $ 0.08
Options Exercisable, Number of shares (in Shares)250,000
Options Exercisable, Weighted average exercise price $ 0.08
Options 03 [Member]
Range of exercise prices $ 0.13
Options Outstanding, Number of shares (in Shares)1,425,000
Options Outstanding, Weighted average remaining contractual life1 year 4 months 24 days
Options Outstanding, Weighted average exercise price $ 0.13
Options Exercisable, Number of shares (in Shares)1,425,000
Options Exercisable, Weighted average exercise price $ 0.13
Options 04 [Member]
Range of exercise prices $ 0.16
Options Outstanding, Number of shares (in Shares)75,000
Options Outstanding, Weighted average remaining contractual life8 months 12 days
Options Outstanding, Weighted average exercise price $ 0.16
Options Exercisable, Number of shares (in Shares)75,000
Options Exercisable, Weighted average exercise price $ 0.16

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Stock-based compensation $ 15,000 $ 51,000
Stock option plan [Member]
Common stock shares reserved under plan4,765,000
Stock options maturity period10 years
Equity Option [Member] | Employee [Member]
Stock options issued to related party1,500,000
Stock options issued to related party, fair value $ 0.04
Volatility rate243.00%
Risk-free interest rate2.20%
Expected term5 years
Stock options vesting percentage, periodically25.00%
Frequency of periodic vesting of stock optionsQuarterly
Stock options vesting period1 year

Risks Uncertainties (Details Na

Risks Uncertainties (Details Narrative) - Customer Concentration Risk12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Sales Revenue, Net [Member]
Concentration Risk, Percentage61.00%24.00%
Accounts Receivable [Member]
Concentration Risk, Percentage99.00%99.00%

Income Taxes (Details)

Income Taxes (Details) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Current:
Federal $ 0 $ 0
State0 0
Foreign0 0
Total Current0 0
Deferred:
Federal0 0
State0 0
Foreign0 0
Total Deferred0 0
Provision for Income Taxes $ 0 $ 0

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Loss on settlement of debt $ (209,009) $ (23,324)
Provision for income taxes0 0
Reconciliation of income taxes [Member]
Computed tax benefit at federal statutory rate(554,289)(100,605)
Permanent items1,778 11,913
Stock-based compensation58,284 1,050
Incentive stock options0 0
Conversion feature derivative liability24,394 (37,852)
Interest expense, derivative liability34,505 36,428
Uncertain tax positions0 0
Impact of difference related to foreign earnings0 1,469
Loss on settlement of debt0 0
Change in fair value of derivative liability223,699 (42,748)
Valuation allowance211,629 130,345
Provision for income taxes $ 0 $ 0

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)Dec. 31, 2020Dec. 31, 2019
Deferred Tax Assets:
Net operating loss carryforwards $ 2,501,000 $ 2,192,000
Stock-based compensation6,000 7,000
Accounts receivable and other timing differences140,000 197,000
Basis difference in assets and debt(64,000)(109,000)
Total Deferred Tax Asset2,583,000 2,287,000
Valuation allowance(2,583,000)(2,287,000)
Net Deferred Tax Asset $ 0 $ 0

Income Taxes (Details 3)

Income Taxes (Details 3) - Federal and State [Member]12 Months Ended
Dec. 31, 2020USD ($)
Unrecognized tax benefit, beginning $ 90,000
Additions for tax positions related to current year0
Additions for tax positions related to prior years0
Unrecognized tax benefit, ending $ 90,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Income Taxes (Details Narrative)
Net operating loss carryforwards, federal $ 8,335,000
Net operating loss carryforwards, state $ 8,084,000
Operating loss carry forward, expiry date, descriptionExpire beginning in the year 2029
Unrecognized tex benefit $ 90,000 $ 90,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Commitments and Contingencies
Obligation in accounts payable and liabilities $ 37,984 $ 37,984
Rent expenses16,000 $ 39,000
Monthly lease expenses1,000
Loss on breach of contract $ 1,000,000

Restatements (Details)

Restatements (Details) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Statement of Operations
Cost of revenues $ 271,363 $ 516,057
Selling, general and administrative expenses448,857 484,271
Net loss $ (2,639,472) $ (479,073)
Loss per share $ 0 $ (0.01)
Previously Recorded Balance [Member]
Statement of Operations
Cost of revenues $ 428,031
Selling, general and administrative expenses572,297
Net loss $ (479,073)
Loss per share $ (0.01)
Corrected Balance [Member]
Statement of Operations
Cost of revenues $ 516,057
Selling, general and administrative expenses484,271
Net loss $ (479,073)
Loss per share $ (0.01)
Correction Made [Member]
Statement of Operations
Cost of revenues $ 88,026
Selling, general and administrative expenses88,026
Net loss $ 0
Loss per share $ 0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)Mar. 09, 2021Mar. 08, 2021Feb. 12, 2021Jan. 14, 2021Jan. 05, 2021Feb. 10, 2020Jul. 27, 2020Dec. 31, 2020Dec. 31, 2019Mar. 26, 2021Feb. 11, 2021
Common stock, shares issued1,192,192,158 74,242,196
Common stock, shares authorized1,490,000,000 1,490,000,000
Preferred stock shares authorized10,000,000
Preferred stock, shares par value $ 0.001
Common stock, shares issued to related party, amount $ 202,973
Common stock shares issued under private placement, amount259,971 $ 0
VP of operations [Member] | Subsequent Event [Member] | Accrued commission [Member]
Common stock, Conversion of Stock, Shares Issued16,543
Debt conversion, converted instrument, shares issued3,243,785
Series A Preferred shares [Member] | Geneva Roth Remarks Holdings Inc. [Member] | Subsequent Event [Member]
Common stock, Conversion of Stock, Shares Issued1,437,303 3,956,522 8,787,246
Debt conversion, converted instrument, shares issued12,703 35,000 58,300
Series A Preferred shares [Member] | Geneva Roth Remarks Holdings Inc. [Member] | February 1, 2021 [Member]
Preferred stock, shares issued, amount53,500
Series A Preferred shares [Member] | Geneva Roth Remarks Holdings Inc. [Member] | March 1, 2021 [Member]
Preferred stock, shares issued, amount $ 73,500
Debt conversion, converted instrument, shares issued80,850
Series B Super Voting Preferred Stock [Member]
Preferred stock shares authorized1,000,000
Voting rightStock has voting rights equal to 500 shares of common stock
Series B Super Voting Preferred Stock [Member] | Subsequent Event [Member] | Board of Directors [Member]
Common stock, shares authorized1,740,000,000
Preferred stock, shares issued500,000
Preferred stock shares authorized10,000,000
Series B Super Voting Preferred Stock [Member]
Preferred stock, shares issued1,500,000
Preferred stock, shares par value $ 0.001
Voting rightEach share of Series B Preferred Stock has voting power equal to 500 shares of Common Stock. The voted Preferred shares, which equal approximately 62%
Crown Bridge Partners LLC [Member] | Equity-Line Purchase Agreement [Member]
Common stock, shares issued9,375,000
Cash proceeds $ 75,000
Crown Bridge Partners LLC [Member] | Subsequent Event [Member] | Equity-Line Purchase Agreement [Member]
Common stock, shares issued to related party, shares7,500,000
Common stock, shares issued to related party, amount $ 36,000
Investor [Member] | Subsequent Event [Member]
Common stock shares issued under private placement, shares4,901,961
Common stock shares issued under private placement, amount $ 25,000