IIOT-OXYS (ITOX) 10-K 6 Apr 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2020
Cover [Abstract]
Entity Registrant Name	IIOT-OXYS, Inc.
Entity Central Index Key	0001290658
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Interactive data current	Yes
Entity Incorporation State Code	NV
Entity File Number	000-50773
Entity Public Float			$ 1,829,922
Entity Common Stock, Shares Outstanding		178,361,108
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents	$ 103,074	$ 24,212
Accounts Receivable, Net	0	28,004
Prepaid Expenses	2,427	3,710
Total Current Assets	105,501	55,926
Intangible Assets, Net	347,856	397,492
Total Assets	453,357	453,418
Current Liabilities
Accounts Payable	169,914	164,562
Accrued Liabilities	147,490	54,497
Deferred Revenue	46,425	0
Notes Payable, Current Portion	953,219	0
Shares Payable to Related Parties	730,836	1,102,645
Salaries Payable to Related Parties	407,271	343,227
Derivative Liability	315,782	0
Total Current Liabilities	2,770,937	1,664,931
Notes Payable	0	706,508
PPP Liability	36,700	0
Due to stockholder	1,000	1,000
Total Liabilities	2,808,637	2,372,439
Stockholders' (Deficit) Equity
Common Stock value	145,111	43,314
Additional paid in capital	4,794,261	3,077,972
Accumulated deficit	(7,480,678)	(5,040,307)
Total Stockholders' Equity (Deficit)	(2,541,280)	(1,919,021)
Total Liabilities and Stockholders' Equity (Deficit)	453,357	453,418
Series B Convertible Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred Stock value	186,000	0
Series A Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred Stock value	$ 26	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	25,845	0
Preferred stock, shares outstanding	25,845	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	145,110,130	43,313,547
Common stock, shares outstanding	145,110,130	43,313,547
Series B Convertible Preferred Stock [Member]
Liquidation preference	$ 186,000
Preferred stock, par value	$ 1,200	$ 1,200
Preferred stock, shares authorized	600	600
Preferred stock, shares issued	155	0
Preferred stock, shares outstanding	155	0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	25,845	0
Preferred stock, shares outstanding	25,845	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenues	$ 36,771	$ 147,151
Cost of sales	15,044	38,960
Gross profit	21,727	108,191
Operating Expenses
Demo Parts	0	570
Bank Service Charges	5,478	3,467
Office Expenses	12,940	34,650
Organization Costs	36,030	19,997
Insurance	0	17,268
Payroll Expense	137,220	0
Professional	802,135	1,807,286
Travel	0	32,687
Patent License Fee	4,932	6,363
Amortization of Intangible Assets	49,636	49,500
Total Operating Expenses	1,048,371	1,971,787
Other Income (Expenses):
Gain on Forgiveness of Salaries Payable to Related Parties	0	370,725
Gain (Loss) on Change in FMV of Derivative Liability	(220,325)	0
Loss on Derivative	(239,396)	0
Loss on Extinguishment of Debt	(16,205)	(221,232)
Interest expense	(737,541)	(173,183)
Other Income	5,000	0
Total Other Income (Expense)	(1,208,467)	(23,690)
Net Loss Before Income Taxes	(2,235,111)	(1,887,287)
Provision for Income Tax	0	0
Net Loss	(2,235,111)	(1,887,287)
Convertible Preferred Stock Dividend	(1,663)	0
Net Loss Attributable to Common Stockholders	$ (2,236,774)	$ (1,887,287)
Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted	$ (0.02)	$ (0.04)
Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted	110,119,684	42,334,210

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2018		40,633,327
Beginning balance, value at Dec. 31, 2018		$ 40,634	$ 2,572,751	$ (3,153,020)	$ (539,635)
Stock-based compensation, shares		2,680,220
Stock-based compensation, value		$ 2,680	351,680		354,360
Discount on notes payable			153,541		153,541
Net loss				(1,887,287)	(1,887,287)
Ending balance, shares at Dec. 31, 2019		43,313,547
Ending balance, value at Dec. 31, 2019		$ 43,314	3,077,972	(5,040,307)	(1,919,021)
Preferred Stock Issued in Exchange of Shares Exchange, shares	25,845
Preferred Stock Issued in Exchange of Shares Exchange, value	$ 26		424,092		424,118
Common stock issued for conversion of convertible note payable, shares		51,950,000
Common stock issued for conversion of convertible note payable, value		$ 51,950	10,686		62,636
Common stock issued for conversion of detachable warrants, shares		40,802,082
Common stock issued for conversion of detachable warrants , value		$ 40,802	(40,802)
Relief of derivative liabilities			235,393		235,393
Warrants issued for default of convertible note payables			163,433		163,433
Changes in FMV of warrants related to convertible note payables			203,597	(203,597)
Beneficial conversion feature discount on note payable			26,833		26,833
Common stock issued for extinguishment of debt, shares		6,760,000
Common stock issued for extinguishment of debt, value		$ 6,760	9,991		16,751
Common Stock Issued to Officers for Services, shares		2,284,500
Common Stock Issued to Officers for Services, value		$ 2,285	683,066		685,351
Net loss				(2,236,774)	(2,236,774)
Ending balance, shares at Dec. 31, 2020	25,845	145,110,129
Ending balance, value at Dec. 31, 2020	$ 26	$ 145,111	$ 4,794,261	$ (7,480,678)	$ (2,541,280)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash Flows From Operating Activities
Net Loss	$ (2,236,774)	$ (1,887,287)
Adjustments to Reconcile Net Loss to Net Cash (Used) By Operating Activities
Loss on Extinguishment of Debt	16,205	221,232
Loss on Issuance of Default Warrants	163,433	0
Loss due to Change in Fair Market Value of Derivative Liability	220,325	0
Loss on Derivative Liability	239,396	0
Preferred Stock Issued for Services	8,794	0
Penalty and Fees Incurred due to Default Increase in Notes Payable	162,976	0
Stock Based Compensation Expense	0	354,360
Amortization of Discount on Notes Payable	106,388	93,886
Amortization of Intangible Assets	49,636	49,500
Amortization of Series B Preferred Stock to redemption	186,000	0
Forgiveness of Salaries Payable to Related Parties	0	(370,725)
(Increase) Decrease in:
Accounts Receivable	28,004	4,996
Inventory	0	317
Prepaid Expense	1,283	742
Increase (Decrease) in:
Accounts Payable	5,352	18,274
Accrued Liabilities	92,483	54,497
Deferred Revenue	46,425	0
Shares Payable to Related Parties	728,892	652,916
Salaries Payable to Related Parties	64,044	482,278
Net Cash Used By Operating Activities	(117,138)	(325,014)
Net cash provided by investing activities	0	0
Cash Flows From Financing Activities
Cash Received from Convertible Note Payable	129,300	310,000
Cash Payments of Notes Payable	(100,000)	0
Proceeds from sale of Series B Preferred Stock	130,000	0
Proceeds from PPP Loan	36,700	0
Net Cash Provided By Financing Activities	196,000	310,000
Net Decrease in Cash and Cash Equivalents	78,862	(15,014)
Cash and Cash Equivalents - Beginning of Period	24,212	39,226
Cash and Cash Equivalents - End of Period	103,074	24,212
Supplement Disclosures of Cash Flow Information
Interest Paid During the Period	0	53,367
Income Taxes Paid During the Period	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Discount on notes payable	26,833	153,541
Conversion of Convertible Notes Payable and Derivative Liabilities	288,029	0
Warrant Anti-Dilution Issuance	203,597	0
Discount on Series B Preferred Stock	$ 186,000	$ 0

1. Nature Of Operations, Basis

1. Nature Of Operations, Basis Of Presentation And Going Concern	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature Of Operations, Basis Of Presentation And Going Concern	NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. IIOT-OXYS, Inc., a Nevada corporation (the “Company”) was originally established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines. We were incorporated in the state of New Jersey on October 1, 2003 under the name of Creative Beauty Supply Corporation and commenced operations as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. On May 18, 2015, we changed our name to Gotham Capital Holdings. From January 1, 2009 until July 28, 2017, we had no operations. On March 16, 2017, our Board of Directors approved to change our name to “IIOT-OXYS, Inc.” and authorized a change of domicile from New Jersey to Nevada. Impact of COVID-19 During the year ended December 31, 2020, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended December 31, 2020 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country. On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Principles of Consolidation The consolidated financial statements for the years ended December 31, 2020 and 2019, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. 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. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, used cash flows in operating activities of $117,138 and has an accumulated deficit of $7,480,678 as of December 31, 2020. These factors, among others, raise a substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company reported a cash balance of $103,074 and $24,212 as of December 31, 2020 and 2019, respectively. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. There was no allowance for doubtful accounts as of December 31, 2020 and December 31, 2019, respectively. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “ Earnings per Share” Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2020 and December 31, 2019, the Company had no amounts in excess of the FDIC insurance limit. Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. 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. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. 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. The Company’s consolidated financial instruments consist principally of cash, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Convertible debt is accounted for under the ASC 470-20, Debt – Debt with Conversion and Other Options. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) ASU No. 2019-12, Income Taxes (Topic 740) 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

3. Intangible Assets

3. Intangible Assets	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	NOTE 3 - INTANGIBLE ASSETS The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization at December 31, 2020 and 2019 amounted to $347,856 and $397,492, respectively. December 31,2020 December 31,2019 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (147,144 ) (97,508 ) Intangible Assets, net $ 347,856 $ 397,492 At December 31, 2020 and 2019, respectively, the Company determined that none of its intangible assets were impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives of ten years. Amortization expense of finite-lived intangibles was $49,636 and $49,500 for the years ended December 31, 2020 and 2019, respectively. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2020: Amortization expense 2021 $ 49,500 2022 49,500 2023 49,500 2024 49,500 Thereafter 149,856 Total $ 347,856

4. Commitments and Contingencie

4. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 4 - COMMITMENTS AND CONTINGENCIES In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which include commitments to issue shares of the Company’s common stock from the Company’s Stock Incentive Plans. Two agreements have been terminated and shares have been issued in conjunction with the related separation agreements, but the vested shares related to the remaining consulting agreements with the three executive officers have not yet been issued in full, and therefore, remain a liability. According to the remaining three agreements, 1,319,000 shares vested in 2019, 2,400,000 shares vested in 2020, and 3,600,000 shares of common stock will vest in 2021. In the event that the agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period. The Company has accrued $730,836 and $1,102,645 in shares payable in conjunction with these agreements as of December 31, 2020 and 2019, respectively. A summary of these agreements is as follows. On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective June 4, 2018 with its CEO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CEO pursuant to the agreement are those customary for the position in which the CEO is serving. As of the effective date, the Company shall issue to the CEO an aggregate of 3,060,000 shares of the Company’s common stock which vest as follows: 1. 560,000 shares on the first-year anniversary of the effective date; 2. 1,000,000 shares on the second-year anniversary of the effective date; and 3. 1,500,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2019 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of December 31, 2020 and 2019, 0 shares and 560,000 shares had vested, respectively, but were not yet issued. As part of the Consulting Agreement dated June 4, 2018 the CEO shall also receive a monthly fee of $15,000 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $5,000 of the monthly fee will be paid to the CEO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CEO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CEO, pursuant to which the CEO forgave $185,000 of accrued and unpaid consulting fees owed to him pursuant to his consulting agreement with the Company. On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the Consulting Agreement with the CEO. The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for services performed. From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for services performed. Fees may accrue at the discretion of management. At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company. The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%). As of December 31, 2020 and 2019, the Company recorded $138,602 and $117,001 is in salaries payable to related parties due and payable to the CEO, respectively. On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective October 1, 2018 with its COO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the COO pursuant to the agreement are those customary for the position in which the COO is serving. As of the effective date, the Company shall issue to the COO an aggregate of 2,409,000 shares of the Company’s common stock which vest as follows: 1. 409,000 shares on the first-year anniversary of the effective date; 2. 800,000 shares on the second-year anniversary of the effective date; and 3. 1,200,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2017 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of December 31, 2020 and 2019, 0 shares and 409,000 shares, respectively, had vested, but were not yet issued. As part of the Consulting Agreement dated October 1, 2018 the COO shall receive a monthly fee of $12,750 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $4,250 of the monthly fee will be paid to the COO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the COO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the COO, pursuant to which the COO forgave $103,250 of accrued and unpaid consulting fees owed to her pursuant to her consulting agreement with the Company. On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the Consulting Agreement with the COO. The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for services performed. From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for services performed. Fees may accrue at the discretion of management. At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company. The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%). As of December 31, 2020 and 2019, the Company recorded $139,078 and $118,000 is in salaries payable to related parties due and payable to the COO, respectively. On March 11, 2019, the Company’s Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with its CTO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CTO pursuant to the agreement are those customary for the position in which the CTO is serving. As of the effective date, the Company shall issue to the CTO an aggregate of 1,800,000 shares of the Company’s common stock which vest as follows: 1. 300,000 shares on the first-year anniversary of the effective date; 2. 600,000 shares on the second-year anniversary of the effective date; and 3. 900,000 shares on the third-year anniversary of the effective date. As of December 31, 2020 and 2019, 0 shares and 300,000 shares had vested, respectively, but were not yet issued. As part of the Amended and Restated Consulting Agreement dated effective April 23, 2018 the CTO shall receive a monthly fee of $9,375 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $3,125 of the monthly fee will be paid to the CTO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CTO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CTO pursuant to which the CTO forgave $82,475 of accrued and unpaid consulting fees owed to him pursuant to his consulting agreement with the Company. On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the Consulting Agreement with the CTO. The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for services performed. From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for services performed. Fees may accrue at the discretion of management. At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company. The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%). As of December 31, 2020 and 2019, the Company recorded $129,590 and $108,226 in salaries payable to related parties due and payable to the CTO, respectively.

5. Convertible Notes Payable

5. Convertible Notes Payable	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible Note Payable	The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of December 31, 2020 and December 31, 2019, respectively. December 31, 2020 December 31, 2019 A $ 600,000 $ 500,000 B 55,000 55,000 C 60,000 50,000 D 50,000 50,000 E. 125,000 125,000 F – 35,000 G 100,000 – H 75,000 – 1,065,000 815,000 Less unamortized discount (111,781 ) (108,492 ) Net balance 953,219 706,508 Less current portion (953,219 ) (706,508 ) $ – $ – A. January 18, 2018 Convertible Note and Warrants On January 18, 2018, the Board of Directors of the Company approved a non-public offering of up to $1,000,000 aggregate principal amount of its 12% Senior Secured Convertible Notes. The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The notes matured on January 15, 2020. The notes are governed by a Securities Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement. In addition to the issuance of the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each note. Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features and expires on January 15, 2023. If the Company ever defaults on the loan, the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. On January 22, 2018, the Company entered into a SPA and Security and Pledge Agreement with its first investor in the offering and issued a note to the investor in the principal amount of $500,000. Subscription funds were received by the Company from the investor on February 7, 2018. In addition to the note, the Company issued to the investor 384,615 warrants. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $838,404 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.1%; and volatility of 142%. The effective conversion rate resulted in a Beneficial Conversion Feature greater than the proceeds received. Thus, the discount was limited to the proceeds received of $500,000 and was amortized to interest expense using the effective interest method over the term of the note. On March 7, 2019, the Board of Directors of the Company approved Amendment No. 1 to the 12% Senior Secured Convertible Promissory Note and the Warrant Agreement, each issued January 22, 2018, respectively, to the note holder. The amendments (i) extend the maturity date of the note to March 1, 2021 and extend the term of the warrants to March 6, 2024, (ii) lower the conversion price of the note and the exercise price of the warrants to $0.20 and $0.30, respectively, and (iii) add an adjustment to the conversion and exercise price of the note and warrants, respectively, in the event the Company does not achieve certain milestones during calendar 2019. The fair value of the warrants is $25,162 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.6%; and volatility of 127%. The effective conversion rate resulted in a discount of $23,956 and is amortized to interest expense using the effective interest method over the term of the note. The Company recognized a loss on extinguishment of debt of $221,232 related to the decrease in conversion price. On January 1, 2020, the Company failed to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted to $0.10 and $0.15, respectively. This resulted in an adjustment to retained earnings of $201 based on the change in fair value. Effective January 15, 2020, the Company went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period. As a result, the principal was increased by 20%, or $100,000, and the Company was required to issue an additional 384,615 warrants at the then effective exercise price of $0.15 per share. The fair value of the warrants was $44,297, determined using the Black-Scholes valuation model with the following assumptions: expected term of 4.14 years; risk free interest rate of 1.6%; and volatility of 243%. Due to the default, this value was immediately expensed. As of March 31, 2020, the exercise price of the warrants was further adjusted to $0.00084 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $71 based on the change in fair value. As of December 31, 2020, the Company has accrued interest related to this note of $85,824. The Company amortized the discount to interest expense $12,060 and $9,918 for the years ended December 31, 2020 and 2019, respectively. The Company recorded interest expense of $70,701 and $15,123 for the years ended December 31, 2020 and 2019, respectively. The unpaid principal balance of the note is $600,000 as of December 31, 2020, which includes the default penalty noted above, and the remaining unamortized discount is $1,978. The conversion shares totaled 6,858,244 shares of common stock, upon conversion of the total principal and accrued interest of $685,824, as of December 31, 2020. On January 8, 2021, the noteholder agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 in exchange for the reduction of the conversion price to $0.01 per share, and all prior Events of Default (as defined in the Notes) including penalties, were waived, and all future Events of Default (as defined in the Notes) pertaining to the future payment of interest were waived through maturity (Note 11). B. January 2019 Convertible Note and Warrants On January 22, 2019, the Company entered into a Securities Purchase Agreement and Security and Pledge Agreement with a single investor and issued a Secured Convertible Promissory Note to the investor in the principal amount of $55,000. In addition to the note, the Company issued to the investor 36,667 warrants. Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features and expires on January 22, 2024. If the Company ever defaults on the loan, the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $3,217 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.6%; and volatility of 128%. The effective conversion rate resulted in a discount of $3,039 and is amortized to interest expense using the effective interest method over the term of the note. As of March 31, 2020, the exercise price of the warrants was adjusted to $0.00084 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $7 based on the change in fair value. The unpaid principal balance of the note and accrued interest is $55,000 and $5,342, respectively, as of December 31, 2020, and the remaining unamortized discount is $0. The Company recorded interest expense of $2,758 and $2,584 for the years ended December 31, 2020 and 2019, respectively. The Company amortized the discount to interest expense $194 and $2,845 for the year ended December 31, 2020 and 2019, respectively. This note and accrued interest is due to a related party. On June 12, 2020, this note was amended to extend the maturity date to March 1, 2021, and all events of default were waived. The conversion shares totaled 75,426,918 shares of common stock upon the conversion of the total principal and accrued interest of $60,342 as of December 31, 2020. On February 4, 2021, the Secured Convertible Promissory Noteholder – B, converted the principal balance of the Secured Convertible Promissory Note of $50,000 into 5,000,000 shares of common stock of the Company (Note 11). C and D. March 2019 Convertible Note and Warrants The notes are governed by a Securities Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement. Funding is subject to the occurrence of certain milestones, as stated in the SPA. In addition to the issuance of the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each note. Each warrant is immediately exercisable at $0.30 per share and expires five years from the issuance date. The exercise price of the warrants is also subject to adjustments if the Company does not achieve certain milestones during the calendar year 2019. On March 6, 2019, the Company entered into SPAs and Security and Pledge Agreements with its first two investors in the offering and issued notes to the investors in the aggregate principal amount of $100,000. Subscription funds were received by the Company from the investors on March 6, 2019. In addition to the notes, the Company issued to the investors an aggregate of 250,000 warrants. Each warrant is immediately exercisable at $0.30 per share, contains certain anti-dilution down-round features and expires on March 6, 2024. If the Company ever defaults on the loan the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the notes and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $12,646 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.5%; and volatility of 127%. The effective conversion rate resulted in a discount of $11,226 and is amortized to interest expense using the effective interest method over the term of the notes. On January 1, 2020, the Company failed to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted to $0.10 and $0.15, respectively. This resulted in an adjustment to retained earnings of $131 based on the change in fair value. Effective January 15, 2020, the Company went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period. As a result, the principal was increased by 20%, or $20,000, in aggregate, and the Company was required to issue an additional 250,000 warrants at the then effective exercise price of $0.15 per share. The fair value of the warrants was $28,793, determined using the Black-Scholes valuation model with the following assumptions: expected term of 4.14 years; risk free interest rate of 1.6%; and volatility of 243%. Due to the default, this value was immediately expensed. As of March 31, 2020, the exercise price of the warrants was further adjusted to $0.00084 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $46 based on the change in fair value. On September 21, 2020, these notes were amended to reduce the conversion price of an aggregate of $20,000 of the total outstanding principal value of $120,000 from $0.10 to $0.01 per share. The remaining aggregate principal of $100,000 remains convertible at $0.10 per share. This modification to the notes was considered substantial (i. e. the change in fair value of the conversion feature was greater than 10% of the carrying value of the debt). As a result, the modification was accounted for as an extinguishment of debt, resulting in the recognition of an extinguishment loss of $18,360 for the year ended December 31, 2020. On October 15, 2020, one of the two investors converted $10,000 of the principal note amount into 1,000,000 shares of common stock. As of December 31, 2020, the unpaid principal balance of the notes is $110,000, which includes the default penalty noted above, accrued interest is $14,632 and the balance of the unamortized discount is $0. The Company recorded interest expense of $9,828 and $4,096 for the years ended December 31, 2020 and 2019, respectively. The Company amortized discount to interest expense of $2,037 and $9,188 for the years ended December 31, 2020 and 2019, respectively. The conversion shares totaled 2,149,015 shares of common stock upon conversion of the total principal and accrued interest of $124,632 as of December 31, 2020. On January 22, 2018, the Company issued Convertible Promissory Notes and Warrants in the principal amounts of $50,000 to a Convertible Promissory Noteholder – C, and $50,000 to a Convertible Promissory Noteholder - D, respectively, amending to reduce the conversion price for all principal and accrued interest to $0.01 per share. In exchange for the reduction of the conversion price, both the Convertible Promissory Noteholders agreed to amend the maturity dates to March 1, 2022, and all prior Events of Default (as defined in the Notes) including penalties, were waived, and all future Events of Default (as defined in the Notes) pertaining to the future payment of interest were waived through maturity (Note 11). On February 3, 2021, the Convertible Promissory Noteholder – C, converted the principal balance of its convertible promissory note of $40,000 and accrued interest of $6,510 into 4,650,978 shares of common stock of the Company (Note 11). E. August 2019 Convertible Note and Warrants On August 2, 2019, the Company entered into a Securities Purchase Agreement with an investor for the purchase of a 12% Secured Convertible Note in the principal amount of up to $125,000. The note is convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The note bears interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The note matures August 2, 2021. $75,000, $25,000, and $25,000 subscription funds were received by the Company from the investor on August 2, 2019, September 6, 2019, and October 16, 2019, respectively. In addition to the note, the Company issued to the investor an aggregate of 781,250 warrants. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $71,035 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 1.6%; and volatility of 132%. The effective conversion rate resulted in a discount of $104,941 and is amortized to interest expense using the effective interest method over the term of the note. Effective January 30, 2020, the Company went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period. As a result, the Company was required to issue an additional 781,250 warrants at the then effective exercise price of $0.12 per share. The fair value of the warrants was $90,342, determined using the Black-Scholes valuation model with the following assumptions: expected term of 4.76 years; risk free interest rate of 1.6%; and volatility of 233%. Due to the default, this value was immediately expensed. As of March 31, 2020, the exercise price of the warrants was adjusted to $0.00084 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $70 based on the change in fair value. As of December 31, 2020, the unpaid principal balance of the notes was $125,000, the accrued interest is $18,690 and the balance of the unamortized discount is $34,104. The Company recorded interest expense of $15,041 and $3,740 for the years ended December 31, 2020 and 2019, respectively. The Company amortized the debt discount to interest expense of $52,539 and $18,295 for the years ended December 31, 2020 and 2019, respectively. This note is payable to a related party. The conversion shares totaled 171,059,638 shares of common stock upon conversion of the total principal and accrued interest of $143,690 as of December 31, 2020. F. August 29, 2019 Convertible Note and Warrants On August 29, 2019, the Company entered into a Securities Purchase Agreement with an investor for the purchase of a Convertible Promissory Note in the principal amount of up to $105,000. The Note is not convertible within 180 days of receipt of funds for the first closing and is then convertible, in whole or in part, into shares of the Company’s Common Stock at a rate of $0.20 per share. Upon an “Event of Default,” as defined in the note, the conversion price becomes the “Variable Conversion Price” which is defined in the note as “60% multiplied by the Marked Price.” “Market Price” is defined in the note as “the lowest one (1) Trading Price (as defined in the note) for the common stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.” The note bears interest at a rate of 10% per annum with principal and accrued and unpaid interest payable six months from the receipt of funds for each tranche under the note. Subscription funds of $30,000 were received by the Company from the investor on September 6, 2019 for which the Company paid a purchase price of $35,000. In addition to the notes, the Company issued to the investor an aggregate of 175,000 warrants. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the notes and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $15,868 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 1.4%; and volatility of 132%. The effective conversion rate resulted in a discount of $10,378 and is amortized to interest expense using the effective interest method over the term of the notes. As of March 31, 2020, the exercise price of the warrants was adjusted to $0.00084 and the number of warrants was increased to 41,666,667 as a result of the down-round features being triggered. This resulted in an adjustment to retained earnings of $203,002 based on the change in fair value. During the three months ended March 31, 2020, the note went into default upon passing its maturity date. As a result, a default penalty of $26,250 was recorded and added to the principal balance. In addition, the conversion price became the “Variable Conversion Price” as defined above. This note became convertible into a variable number of shares of common stock for which there is no floor to the number of shares that might be required to be issued. Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. The Company valued the conversion feature on the date of default resulting in initial liability of $159,888, which was immediately expensed as loss on derivative. At each conversion date, the Company recalculated the value of the derivative liability associated with the convertible note recording a gain (loss) in connection with the change in fair market value. In addition, the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted was reclassed to additional paid-in capital. For the year ended December 31, 2020, the Company recorded a loss of $114,051 related to the change of fair value of the derivative liability to additional paid-in capital. Upon issuance and at each conversion, reporting period date, and extinguishment date, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0008 to $0.0073, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.021, an expected dividend yield of 0%, expected volatility ranging from 459% to 574%, risk-free interest rates ranging from 0.11% to 0.39%, and an expected term of 0.25 years. On May 20, 2020, the second closing of the Convertible Promissory Note occurred pursuant to which the Company paid a purchase price of $35,000 and received gross proceeds of $29,300. In addition to the issuance of the note, the Company issued to the holder warrants to purchase one share of the Company’s Common Stock for 100% of the number of shares of Common Stock issuable upon conversion of the funds received in the second closing. Each warrant is immediately exercisable at $0.20 per share, unless adjusted, and expires on May 20, 2025. On July 29, 2020, the Company entered into a Settlement and Mutual Release Agreement with the lender pursuant to which the Company paid $100,000 to the lender in exchange for the full extinguishment of the remaining principal amount and all accrued and unpaid interest and penalties associated with the Convertible Promissory Note dated August 29, 2019 issued to the lender (approximately $62,000). All remaining unexercised warrants to purchase the Company’s Common Stock issued to the lender were also extinguished pursuant to the Settlement Agreement. Upon receipt of the Settlement Amount by the lender, the lender agreed to release all reserved shares of the Company’s Common Stock. The Settlement Agreement also provides for a full mutual release of the parties. The settlement payment was allocated to the extinguished debt and warrants based on their relative fair values. The difference in the settlement amount allocated to the debt components, including the related derivative liability, and the actual value of the debt components of $2,155 was recorded as a gain on extinguishment for the year ended December 31, 2020. The settlement amount allocated to the warrants of $1,609 was recorded as a reduction to additional paid-in capital. In addition, the remaining unamortized discount was fully amortized to interest expense upon the settlement. The Company recorded amortization of debt to interest expense of $39,572 and $25,484 for the years ended December 31, 2020 and 2019, leaving an unamortized debt balance of $0 and $5,577 at December 31, 2020 and 2019, respectively. The Company recorded interest expense of $742 and $1,112 for the years ended December 31, 2020 and 2019, respectively. G and H. July 2020 Equity Financing Arrangement On July 29, 2020, the Company entered an Equity Financing Agreement and Registration Rights Agreement with an investor, pursuant to which the investor agreed to purchase up to $5,000,000 in shares of the Company’s Common Stock, from time to time over the course of 36 months after effectiveness of a registration statement on Form S-1 of the underlying shares of Common Stock. In connection with entering into the Equity Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $100,000 (the “$100k Note”). The $100k Note matures on April 29, 2021 upon which time all accrued and unpaid interest will be due and payable. Interest accrues on the $100k Note at 10% per annum based on a 360-day year. The $100k Note is convertible at any time, upon the election of the investor, into shares of the Company’s Common Stock at $0.01 per share. The $100k Note is subject to various “Events of Default,” which are disclosed in the $100k Note. Upon the occurrence of an uncured “Event of Default,” the $100k Note will become immediately due and payable and will be subject to penalties and adjustments to the conversion price (the lesser of: (a) $0.01 or (b) 70% multiplied by the Market Price (as defined in the $100k Note) (representing a discount rate of 30%). Upon the issuance of the $100k Note, the Company has agreed to reserve one times the number of shares of Common Stock into which the $100k Note is convertible and, 101 days from the issuance of the $100k Note, the Company will reserve two-and-a-half times the number of shares of Common Stock into which the $100k Note is convertible. Within three Trading Days (as defined in the $100k Note) of the sale by the investor of all of the Common Stock issued upon the conversion of the $100k Note, the Company is required to issue to investor a number of shares of Common Stock priced at the lowest traded price for the relevant Trading Day, which represents the difference between $130,000 and the net proceeds to the investor from the sale of aggregate Common Stock issued upon the conversion of the $100k Note. Also, in connection with entering into the Equity Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $75,000 (the “$75k Note”). No proceeds were received for this note as it was issued to offset future transaction costs related to any future issuances of equity under the agreement. As a result, the amount has been capitalized as deferred offering costs in the accompanying balance sheet and will be offset against any future proceeds received under the agreement. The $75k Note matures on April 29, 2021 upon which time all accrued and unpaid interest will be due and payable. Interest accrues on the $75k Note at 10% per annum based on a 360-day year. The $75k Note is convertible at any time, upon the election of the investor, into shares of the Company’s Common Stock at $0.0099 per share. The $75k Note is subject to various “Events of Default,” which are disclosed in the $75k Note. Upon the occurrence of an uncured “Event of Default,” the $75k Note will become immediately due and payable (multiplied by 130% of the unpaid principal and accrued and unpaid interest) and will be subject to penalties and adjustments to the conversion price (the lesser of: (a) $0.01 or (b) 70% multiplied by the Market Price (as defined in the $75k Note) (representing a discount rate of 30%). Upon the issuance of the $75k Note, the Company has agreed to reserve one times the number of shares of Common Stock into which the $75k Note is convertible and, 101 days from the issuance of the $75k Note, the Company will reserve two-and-a-half times the number of shares of Common Stock into which the $75k Note is convertible. As of December 31, 2020, the unpaid principal balance of these notes is $175,000, and the accrued interest is $5,226. The Company recorded interest expense of $5,226 for the year ended December 31, 2020. The conversion shares totaled 18,100,623 shares of common stock upon conversion of the total principal and accrued interest of $180,226 as of December 31, 2020. On February 1, 2021, the Convertible Promissory Noteholder – G, converted its principal balance of a convertible promissory note of $66,833 and accrued interest of $5,177, into 7,200,000 shares of common stock of the Company (Note 11).

6. Earnings (Loss) Per Share

6. Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Earnings Per Share	NOTE 6 - EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the three and nine months ended December 31, 2020 and 2019: Year ended 2020 2019 Net loss attributable to common stockholders (basic) $ (2,236,774 ) $ (1,887,287 ) Shares used to compute net loss per common share, basic and diluted 110,119,684 42,334,210 Net loss per share attributable to common stockholders, basic and diluted $ (0.02 ) $ (0.04 ) Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2020 and 2019, respectively, because their inclusion would be anti-dilutive: As of December 31, 2020 2019 Warrants to purchase common stock 2,868,397 1,627,532 Potentially issuable shares related to convertible notes payable 273,594,437 4,787,447 Potentially issuable vested shares to directors and officers 2,400,000 1,269,000 Potentially issuable unvested shares to officers 3,600,000 6,000,000 Total anti-dilutive common stock equivalents 282,462,834 13,683,979

7. Paycheck Protection Program

7. Paycheck Protection Program Loan	12 Months Ended
	Dec. 31, 2020
Paycheck Protection Program Loan
Paycheck Protection Program Loan	NOTE 7 - PAYCHECK PROTECTION PROGRAM LOAN The Company applied for and received funding from the Payroll Protection Program (the “ PPP Loan CARES Act (

8. Related Parties

8. Related Parties	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Parties	NOTE 8 - RELATED PARTIES At December 31, 2020 and 2019, the amount due to two stockholders was $1,000 relating to depositing funds for opening bank accounts for the Company. In January 2018, the Company entered into a lease agreement with a stockholder of the Company and paid monthly installments of $2,000 which terminated on December 31, 2019. The Company leases its current office facility on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. For the year ended December 31, 2020 and 2019, rent expense earned by the stockholder amounted to $3,000 and $24,000, respectively. The Company has recorded $18,000 and $15,000 of rent payable to the stockholder in accounts payable as of December 31, 2020 and 2019, respectively. The Company recorded professional fees paid to officers and a director amounting to $7,182 and $0 for the year ended December 31, 2020 and 2019, respectively. The Company awarded shares payable to officers and a director valued at $728,892 and $726,900 for the years ended December 31, 2020 and 2019, respectively, pursuant to the terms of an exchange agreement (Note 4). The officers and a director converted shares payable valued at $685,350 into 2,284,500 shares of common stock, and shares payable valued at $415,350 into 15,845 shares of Series A Supervoting Convertible Preferred Stock during the year ended December 31, 2020. No shares payable compensation was converted into shares of common stock or preferred stock during the year ended December 31, 2019.

9. Stockholders' Equity

9. Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Equity	NOTE 9 - STOCKHOLDERS' EQUITY Common Stock The Company has authorized 190,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. The Company had 145,110,129 shares and 43,313,547 shares of common stock, and 25,845 shares and 0 shares of preferred stock, issued and outstanding as of December 31, 2020 and 2019, respectively. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. On December 14, 2017 (the “Effective Date”), the Board of Directors of the Company approved the 2017 Stock Inventive Plan (the “2017 Plan”). Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. On March 11, 2019 (the “Effective Date”) the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “Plan”). Awards may be made under the Plan for up to 5,000,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the Plan. No awards can be granted under the Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares as December 31, 2020 and 2019 and changes during the year then ended, is presented below: Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2018 7,469,000 $ 0.30 Awarded – – Vested (1,319,000 ) 0.30 Forfeited (150,000 ) – Balance at December 31, 2019 6,000,000 0.30 Awarded – – Vested (2,400,000 ) 0.30 Forfeited – – Balance at December 31, 2020 3,600,000 $ 0.30 On March 6, 2020, six months from receipt of the first tranche of $35,000 under the Convertible Promissory Note issued on August 29, 2019, the Company failed to pay the accrued and unpaid interest, which is considered an “Event of Default” under the note. As a result, the conversion price became a “Variable Conversion Price.” Also, as a result of the occurrence of the “Event of Default,” all amounts owing under the note became immediately due and payable and the Company became obligated to pay to the holder 175% of the then outstanding balance of the note and all unpaid principal and unpaid interest accrued interest at 15%. During the year ended December 31, 2020, the holder of the note had converted $35,000 of principal, $1,636 of interest, plus fees of $16,000 into 50,950,000 shares of Common Stock amounting to $52,636. Furthermore, the holder of the note exercised $35,000 worth of warrants and $726 worth of fees into 40,802,082 shares of common stock. On March 6, 2019, the Company executed a Convertible Promissory Note of $50,000 payable to an investor, with interest at 12% per annum, and maturing on March 1, 2021. On October 5, 2020, the investor converted $10,000 of the principal of the Convertible Promissory Note into 1,000,000 shares of common stock at $0.01 per share, with remaining principal and interest convertible into shares of common stock at $0.10 per share. Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Corporation had authorized issuance of 15,600 shares of preferred stock, $0.001 par value per share, designated as Series A Supervoting Preferred Stock. Dividends: Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the corporation, (ii) the purchase or redemption by the corporation of the shares of any class of stock or the merger or consolidation of the corporation with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets. Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Corporation at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares). Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Corporation’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Corporation hereafter created. Voting Rights: A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by: [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent , the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws. On November 9, 2020, the Company awarded a director for services rendered, 1,000,000 shares of common stock valued at its fair value on the date of issuance of $8,600 and concurrently, exchanged the common stock for Series A Supervoting Convertible Preferred Stock, and accrued interest of $168 relating to the outstanding convertible note which was convertible into common stock, was converted into Series A Supervoting Convertible Preferred Stock. The Company issued 12,000 shares of Series A Supervoting Convertible Preferred Stock in exchange of $8,768 of services rendered and accrued interest for the year ended December 31, 2020. On December 31, 2020, the officers and a director converted $685,350 of their vested shares payable compensation costs into 2,284,500 shares of the Company’s common stock and $415,350 of their unrecognized compensation costs into 13,845 shares of the Company’s Series A Convertible Preferred Stock. As a result, total unrecognized compensation costs related to the non-vested share-based compensation arrangements awarded to employees were $730,836 and $1,102,645 as of December 31, 2020 and 2019, respectively. That cost is expected to be recognized over a weighted-average period of 0.5 years and 1.4 years as of December 31, 2020 and December 31, 2019, respectively. The total fair value of shares compensation recognized during the year ended December 31, 2020 and 2019, was $728,892 and $685,416, respectively. Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Corporation had authorized issuance of up to 600 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to increase set forth in the Certificate of Designation. Dividends: Voting Rights Liquidation Conversion Redemption: · 115% of the stated value if the redemption takes place within 90 days of issuance; · 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and · each share of Preferred Stock is redeemed one year from the day of issuance On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a service fee. The Company’s ability to conduct additional closings under the SPA is subject to certain conditions, including the following: · The Company’s continued compliance with all covenants and agreements under the SPA and the COD, with no uncured defaults under the Company’s agreements with GHS; · The continued quotation of the Company’s common stock on the over-the-counter market or another trading market or exchange; · The average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding each additional closing must be at least $10,000 per day; and · The closing market price for the Company’s common stock must be at least $0.01 for each of the 30 trading days preceding each additional closing. No additional closings may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000). The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion. Based on the requirements of ASC 815, Derivatives and Hedging On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability of $103,267, $58,267 as day one loss on the derivative, $39,000 as interest expense, and $39,000 as Series B Convertible Preferred Stock mezzanine liability, and $84,000 as amortization. At December 31, 2020, the Company recalculated the value of the derivative liability associated with the convertible note recording a loss of $39,266 in connection with the change in fair market value of the derivative liability. In addition, the Company recorded $900 as sales commission to complete this financing and $1,160 as preferred stock dividend payable to GHS as of December 31, 2020. On November 19, 2020 and at December 31, 2020, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0067 to $0.0051, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0083 to $0.0087, an expected dividend yield of 0%, expected volatility ranging from 430.28% to 440.99%, risk-free interest rates ranging from 0.39% to 0.38%, and an expected term of 1.50 to 1.38 years. On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $85,000. The Company paid $1,700 in selling commissions to complete this financing. On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability of $106,241, $1,700 as interest expense, $102,000 as Series B Convertible Preferred Stock a mezzanine liability, and $102,000 as amortization. At December 31, 2020, the Company recalculated the value of the derivative liability associated with the convertible note recording a loss of $67,008 in connection with the change in fair market value of the derivative liability. In addition, the Company recorded $503 as preferred stock dividend payable to GHS as of December 31, 2020. On December 16, 2020 and at December 31, 2020, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0060 to $0.0051, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0063 to $0.0087, an expected dividend yield of 0%, expected volatility ranging from 431.65% to 437.59%, risk-free interest rates ranging from 0.39% to 0.38%, and an expected term of 1.50 to 1.46 years. As a result of receipt of cash proceeds relating to Series B Convertible Preferred Stock, the Company recorded derivative liability of $315,782 and Series B Convertible Preferred Stock liability of $186,000 at December 31, 2020. Warrants A summary of the status of the Company’s warrants as of December 31, 2020 and 2019 and changes during the three months then ended, is presented below: Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2018 384,615 $ 0.75 4.1 Years Issued 1,242,917 $ 0.19 Exercised – – Expired/Forfeited – – Outstanding at December 31, 2019 1,627,532 $ 0.21 4.5 Years Issued 43,082,532 $ 0.00 4.1 Years Exercised (41,666,667 ) $ 0.00 Expired/Forfeited (175,000 ) $ 0.20 Outstanding at December 31, 2020 2,868,397 $ 0.00 3.4 Years

10. Income Taxes

10. Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10 - INCOME TAXES Income tax expense for the year ended December 31, 2020 and 2019 is summarized as follows. December 31, December 31, Deferred: Federal $ (469,723 ) $ (396,457 ) State (108,484 ) (91,563 ) Change in valuation allowance 578,206 488,020 Income tax expense (benefit) $ – $ – The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations: December 31, December 31, Tax at statutory tax rate 21.00% 21.00% State taxes 4.85% 4.85% Other permanent items – – Valuation allowance -25.85% -25.85% Income tax expense – – The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows: December 31, December 31, Deferred tax assets: Net operating loss carry forward $ 1,287,319 $ 911,541 Total gross deferred tax assets 1,287,319 911,541 Less: valuation allowance (1,287,319 ) (911,541 ) Net deferred tax assets $ – $ – Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted into law and the new legislation contains several key tax provisions that impact the Company, including a reduction of the corporate income tax rate to 21% effective for tax years beginning after December 31, 2017 and the Transition Tax, among others. The staff of the US Securities and Exchange Commission (SEC) has recognized the complexity of reflecting the impacts of the Tax Reform Act, and issued guidance in Staff Accounting Bulletin 118 (“SAB 118”) in December 2017, which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provides for up to a one-year period in which to complete the required analyses and accounting (the measurement period). Adjustments to incomplete and unknown amounts will be recorded and disclosed prospectively during the measurement period. The Company has completed the required analysis and accounting for substantially all the effects. Except for the reduction of the income tax rate from 34% to 21%, there were no material impact on the Company’s financial statements. At December 31, 2020 and 2019, the Company had accumulated net operating losses of approximately $7,481,000 and $5,040,000, respectively, for U.S. federal and Massachusetts income tax purposes available to offset future taxable incomes. The net operating losses generated in tax years prior to December 31, 2017, can be carry forward for twenty years, whereas the net operating losses generated after December 31, 2017 can be carry forward indefinitely. Management determined that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation allowance associated with the net deferred tax assets. At December 31, 2020 and 2019, the Company’s deferred income tax assets and valuation allowance were $1,287,319 and $911,541, respectively. In the ordinary course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2020, tax years 2019, 2018, and 2017 remain open for examination by the Internal Revenue Service and the Massachusetts Division of Revenue. The Company has received no notice of audit from the Internal Revenue Service or the Massachusetts Division of Revenue for any of the open tax years.

11. Subsequent Events

11. Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 - SUBSEQUENT EVENTS On January 19, 2021, pursuant to the authorization and approval previously provided by the stockholders, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 190,000,000 shares to 1,000,000,000 shares, which filing became effective on January 18, 2021. On February 1, 2021, a Convertible Promissory Noteholder – G, converted a principal balance of its convertible promissory note of $66,833 and accrued interest of $5,177, into 7,200,000 shares of common stock of the Company (Note 5). On February 4, 2021, a Convertible Promissory Noteholder – B, converted the principal balance of its convertible promissory note of $50,000 into 5,000,000 shares of common stock of the Company (Note 5). On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered Common Stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s Common Stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding Common Stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s Common Stock greater than $0.0175 for the Company's Common Stock during the five business days prior to the closing. On February 26, 2021 and March 16, 2021, the investor purchased 8,000,000 shares and 8,400,000 shares of common stock for a cash consideration of $120,000 and $126,000, respectively.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company reported a cash balance of $103,074 and $24,212 as of December 31, 2020 and 2019, respectively.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. There was no allowance for doubtful accounts as of December 31, 2020 and December 31, 2019, respectively.
Long-lived Assets	Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment.
Basic and Diluted Earnings (Loss) Per Common Share	Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “ Earnings per Share”
Revenue Recognition	Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes.
Concentration of Risk	Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2020 and December 31, 2019, the Company had no amounts in excess of the FDIC insurance limit.
Fair Value of Financial Instruments and Fair Value Measurements	Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. 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. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. 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. The Company’s consolidated financial instruments consist principally of cash, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions
Convertible Debt and Convertible Preferred Stock	Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Convertible debt is accounted for under the ASC 470-20, Debt – Debt with Conversion and Other Options.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) ASU No. 2019-12, Income Taxes (Topic 740) 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

3. Intangible Assetst (Tables)

3. Intangible Assetst (Tables)	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets Net of Amortization	Intangible assets, net of amortization at December 31, 2020 and 2019 amounted to $347,856 and $397,492, respectively. December 31,2020 December 31,2019 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (147,144 ) (97,508 ) Intangible Assets, net $ 347,856 $ 397,492
Schedule of future amortization	The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2020: Amortization expense 2021 $ 49,500 2022 49,500 2023 49,500 2024 49,500 Thereafter 149,856 Total $ 347,856

5. Convertible Note Payable (Ta

5. Convertible Note Payable (Tables)	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Schedule of convertible note payable	The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of December 31, 2020 and December 31, 2019, respectively. December 31, 2020 December 31, 2019 A $ 600,000 $ 500,000 B 55,000 55,000 C 60,000 50,000 D 50,000 50,000 E. 125,000 125,000 F – 35,000 G 100,000 – H 75,000 – 1,065,000 815,000 Less unamortized discount (111,781 ) (108,492 ) Net balance 953,219 706,508 Less current portion (953,219 ) (706,508 ) $ – $ –

6. Earnings (Loss) Per Share (T

6. Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Earnings per share	The following table sets forth the computation of basic and diluted net loss per share of common stock for the three and nine months ended December 31, 2020 and 2019: Year ended 2020 2019 Net loss attributable to common stockholders (basic) $ (2,236,774 ) $ (1,887,287 ) Shares used to compute net loss per common share, basic and diluted 110,119,684 42,334,210 Net loss per share attributable to common stockholders, basic and diluted $ (0.02 ) $ (0.04 )
Antidilutive shares	The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2020 and 2019, respectively, because their inclusion would be anti-dilutive: As of December 31, 2020 2019 Warrants to purchase common stock 2,868,397 1,627,532 Potentially issuable shares related to convertible notes payable 273,594,437 4,787,447 Potentially issuable vested shares to directors and officers 2,400,000 1,269,000 Potentially issuable unvested shares to officers 3,600,000 6,000,000 Total anti-dilutive common stock equivalents 282,462,834 13,683,979

9. Stockholders' Equity (Tables

9. Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Summary of non-vested shares	A summary of the status of the Company’s non-vested shares as December 31, 2020 and 2019 and changes during the year then ended, is presented below: Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2018 7,469,000 $ 0.30 Awarded – – Vested (1,319,000 ) 0.30 Forfeited (150,000 ) – Balance at December 31, 2019 6,000,000 0.30 Awarded – – Vested (2,400,000 ) 0.30 Forfeited – – Balance at December 31, 2020 3,600,000 $ 0.30
Summary of warrant activity	A summary of the status of the Company’s warrants as of December 31, 2020 and 2019 and changes during the three months then ended, is presented below: Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2018 384,615 $ 0.75 4.1 Years Issued 1,242,917 $ 0.19 Exercised – – Expired/Forfeited – – Outstanding at December 31, 2019 1,627,532 $ 0.21 4.5 Years Issued 43,082,532 $ 0.00 4.1 Years Exercised (41,666,667 ) $ 0.00 Expired/Forfeited (175,000 ) $ 0.20 Outstanding at December 31, 2020 2,868,397 $ 0.00 3.4 Years

10. Income Taxes (Tables)

10. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows: December 31, December 31, Deferred tax assets: Net operating loss carry forward $ 1,287,319 $ 911,541 Total gross deferred tax assets 1,287,319 911,541 Less: valuation allowance (1,287,319 ) (911,541 ) Net deferred tax assets $ – $ –
Schedule of Effective Income Tax Rate Reconciliation	The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations: December 31, December 31, Tax at statutory tax rate 21.00% 21.00% State taxes 4.85% 4.85% Other permanent items – – Valuation allowance -25.85% -25.85% Income tax expense – –
Schedule of Components of Income Tax Expense (Benefit)	Income tax expense for the year ended December 31, 2020 and 2019 is summarized as follows. December 31, December 31, Deferred: Federal $ (469,723 ) $ (396,457 ) State (108,484 ) (91,563 ) Change in valuation allowance 578,206 488,020 Income tax expense (benefit) $ – $ –

1. Nature Of Operations, Basi_2

1. Nature Of Operations, Basis Of Presentation And Going Concern (Detail Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Cash Used by Operating Activities	$ (117,138)	$ (325,014)
Accumulated deficit	$ (7,480,678)	$ (5,040,307)

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Cash and Cash Equivalents	103,074	24,212	$ 39,226
FDIC insured amount	250,000
Cash in excess of FDIC insurance	$ 0	$ 0

3. Intangible Assets (Details -

3. Intangible Assets (Details - Intangible assets) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	$ 495,000	$ 495,000
Accumulated amortization	(147,144)	(97,508)
Intangible Assets, net	$ 347,856	$ 397,492

3. Intangible Assets (Details_2

3. Intangible Assets (Details - Estimated future amortization expense)	Dec. 31, 2020USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 49,500
2022	49,500
2023	49,500
2024	49,500
Thereafter	149,856
Intangible Assets, net	$ 347,856

3. Intangible Assets (Details N

3. Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 49,636	$ 49,500
Intangible assets, net	347,856	397,492
Impairment of intangibe assets	$ 0	$ 0
Estimated useful life of intangibles	10 years

4. Commitments and Contingenc_2

4. Commitments and Contingencies (Details Narrative) - USD ($)	Jun. 11, 2020	Mar. 11, 2019	Dec. 31, 2020	Dec. 31, 2019
Shares payable, value			$ 730,836	$ 1,102,645
Shares granted			43,082,532	1,242,917
Chief Executive Officer [Member]
Debt Forgiveness	$ 185,000
Salaries payable			$ 138,602	$ 117,001
Chief Operating Officer [Member]
Debt Forgiveness	103,250
Salaries payable			139,078	118,000
Chief Technology Officer [Member]
Debt Forgiveness	$ 82,475
Salaries payable			$ 129,590	$ 108,226
2019 Stock Incentive Plan [Member] | Chief Executive Officer [Member]
Common stock shares vested			0	560,000
Shares granted		3,060,000
2019 Stock Incentive Plan [Member] | Chief Technology Officer [Member]
Common stock shares vested			0	300,000
Shares granted		1,800,000
2017 Stock Incentive Plan [Member] | Chief Operating Officer [Member]
Common stock shares vested			0	409,000
Shares granted		2,409,000
Consulting Agreements [Member]
Shares payable, value			$ 730,836	$ 1,102,645
Consulting Agreements [Member] | FYE 2019 [Member]
Common stock shares vested				1,319,000
Consulting Agreements [Member] | FYE 2020 [Member]
Common stock shares vested			2,400,000
Consulting Agreements [Member] | FYE 2021 [Member]
Common stock shares nonvested			3,600,000

5. Convertible Notes Payable (D

5. Convertible Notes Payable (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Convertible note payable, gross	$ 1,065,000	$ 815,000
Less unamortized discount	(111,781)	(108,492)
Net balance	953,219	706,508
Less current portion	(953,219)	(706,508)
Convertible note payable, net	0	0
Convertible Notes Payable [Member]
Convertible note payable, gross	600,000	500,000
Convertible notes payable 1 [Member]
Convertible note payable, gross	55,000	55,000
Convertible notes payable 2 [Member]
Convertible note payable, gross	60,000	50,000
Convertible notes payable 3 [Member]
Convertible note payable, gross	50,000	50,000
Convertible notes payable 4 [Member]
Convertible note payable, gross	125,000	125,000
Convertible notes payable 5 [Member]
Convertible note payable, gross	0	35,000
Convertible notes payable 6 [Member]
Convertible note payable, gross	100,000	0
Convertible notes payable 7 [Member]
Convertible note payable, gross	$ 75,000	$ 0

5. Convertible Notes Payable _2

5. Convertible Notes Payable (Details Narrative) - USD ($)	Feb. 04, 2021	Feb. 03, 2021	Feb. 02, 2021	Oct. 15, 2020	Jan. 15, 2020	Jan. 30, 2020	Jan. 22, 2019	Feb. 07, 2018	Jan. 22, 2018	Jan. 18, 2018	Mar. 07, 2019	Mar. 06, 2019	Mar. 31, 2020	May 20, 2020	Jul. 29, 2020	Aug. 02, 2019	Sep. 06, 2019	Aug. 29, 2019	Oct. 16, 2019	Dec. 31, 2020	Dec. 31, 2019	Sep. 21, 2020	Jan. 02, 2020	Dec. 31, 2018
Warrant exercise price																				$ 0	$ 0.21			$ 0.75
Loss on extinguishment of debt																				$ (16,205)	$ (221,232)
Amortization of discount																				106,388	93,886
Proceeds from convertible debt																				129,300	310,000
Additional paid in capital warrants																				(163,433)
Secured Convertible Promissory Noteholder - B [Member]
Number of shares converted	5,000,000
Number of shares converted, value	$ 50,000
GHS Investments [Member] | Equity Financing Agreement [Member]
Convertible debt outstanding																				175,000
Unamortized discount																				3,021
Accrued interest																				$ 5,226
Number of shares converted																				18,100,623
Number of shares converted, value																				$ 180,226
Convertible Promissory Noteholder - G [Member] | Equity Financing Agreement [Member]
Convertible notes payable, face amount			$ 66,833
Accrued interest			$ 5,177
Number of shares converted			7,200,000
$100K Note [Member] | GHS Investments [Member] | Equity Financing Agreement [Member]
Debt stated interest rate															10.00%
Conversion price per share															$ 0.01
Debt maturity date															Apr. 29, 2021
Convertible notes payable, face amount															$ 100,000
$75k Note [Member] | GHS Investments [Member] | Equity Financing Agreement [Member]
Debt stated interest rate															10.00%
Conversion price per share															$ 0.0099
Debt maturity date															Apr. 29, 2021
Convertible notes payable, face amount															$ 75,000
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member]
Debt issuance date										Jan. 18, 2018
Aggregate amount available to be issued										$ 1,000,000
Debt stated interest rate										12.00%
Conversion price per share										$ 0.65
Debt maturity date										Jan. 20, 2020
Warrant exercise price										$ 0.75
Warrant expiration date										Jan. 15, 2023
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Amendment No. 1 [Member]
Debt issuance date											Jan. 22, 2018
Conversion price per share											$ 0.20												$ 0.10
Debt maturity date											Mar. 6, 2024
Warrant exercise price					$ 0.15						$ 0.30		$ 0.00084										$ 0.15
Convertible notes payable, face amount					$ 100,000
Warrants issued					384,615
Fair value of warrants issued					$ 44,297						$ 25,162
Convertible debt outstanding																				600,000
Unamortized discount																				1,978
Adjustment to retained earnings													$ 71										$ 201
Loss on extinguishment of debt											(221,232)
Interest Expense																				15,123	70,701
Amortization of discount											23,956									9,918	12,060
Accrued interest																				$ 85,824
Number of shares converted																				6,858,244
Number of shares converted, value																				$ 685,824
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | First Investor [Member]
Convertible notes payable, face amount									$ 500,000
Warrants issued								384,615
Fair value of warrants issued								$ 838,404
Proceeds from convertible debt								$ 500,000
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Single Investor [Member]
Debt maturity date																				Mar. 1, 2021
Warrant exercise price							$ 0.75						$ 0.00084
Warrant expiration date							Jan. 22, 2024
Convertible notes payable, face amount							$ 55,000
Warrants issued							36,667
Fair value of warrants issued							$ 3,217
Convertible debt outstanding																				$ 55,000
Unamortized discount																				0
Adjustment to retained earnings													$ 7
Interest Expense																				2,758	2,584
Amortization of discount							$ 3,039													194	2,845
Accrued interest																				$ 5,342
Number of shares converted																				75,426,918
Number of shares converted, value																				$ 60,342
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member]
Aggregate amount available to be issued											$ 500,000
Debt stated interest rate											12.00%
Debt maturity date											Mar. 1, 2021
Warrant expiration date											Mar. 6, 2024
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Two Investors [Member]
Debt stated interest rate																							10.00%
Warrant exercise price					$ 0.15							$ 0.30	$ 0.00084										$ 0.15
Convertible notes payable, face amount												$ 100,000										$ 120,000
Warrants issued					250,000							250,000
Fair value of warrants issued					$ 28,793
Convertible debt outstanding																				110,000
Unamortized discount																				0
Adjustment to retained earnings													$ 46										$ 131
Loss on extinguishment of debt																				(18,360)
Interest Expense																				9,828	4,096
Amortization of discount												$ 11,226								2,037	$ 9,188
Accrued interest																				14,632
Proceeds from convertible debt												$ 100,000
Number of shares converted				1,000,000																	2,149,015
Number of shares converted, value				$ 10,000																	$ 124,632
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Convertible Promissory Noteholder - C [Member]
Conversion price per share									$ 0.01
Debt maturity date									Mar. 1, 2022
Convertible notes payable, face amount		$ 40,000
Accrued interest		$ 6,510
Proceeds from convertible debt									$ 50,000
Number of shares converted		4,650,978
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Convertible Promissory Noteholder - D [Member]
Debt maturity date									Mar. 1, 2022
Proceeds from convertible debt									$ 50,000
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | An Investor [Member]
Debt stated interest rate																12.00%
Debt maturity date																Aug. 2, 2021
Warrant exercise price						$ 0.12							$ 0.00084
Convertible notes payable, face amount																$ 125,000
Warrants issued						781,250										781,250
Fair value of warrants issued						$ 90,342										$ 71,035
Convertible debt outstanding																				125,000
Unamortized discount																				34,104
Adjustment to retained earnings													$ 70
Interest Expense																				15,041	3,740
Amortization of discount																104,941				52,539	$ 18,295
Accrued interest																				18,690
Proceeds from convertible debt																$ 75,000	$ 25,000		$ 25,000
Number of shares converted																					171,059,638
Number of shares converted, value																					$ 143,690
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Another Investor [Member]
Debt stated interest rate																		10.00%
Conversion price per share																		$ 0.20
Warrant exercise price													$ 0.00084
Convertible notes payable, face amount																		$ 105,000
Warrants issued													41,666,667					175,000
Fair value of warrants issued																		$ 15,868
Adjustment to retained earnings													$ 203,002
Amortization of discount																		$ 10,378
Proceeds from convertible debt																	$ 30,000
Change of fair value of derivative liability																				114,051
Default penalty, increase in principal balance													26,250
Derivative liability													$ 159,888
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Another Investor [Member] | Settlement and Mutual Release Agr [Member]
Unamortized discount																				0	5,577
Loss on extinguishment of debt																				2,155
Interest Expense																				742	1,112
Amortization of discount																				39,572	$ 25,484
Repayment of convertible debt															$ 100,000
Additional paid in capital warrants																				$ (1,609)
Non Public Offering [Member] | 12% Senior Secured Convertible Notes [Member] | Second Closing [Member]
Warrant exercise price														$ 0.20
Warrant expiration date														May 20, 2025
Convertible notes payable, face amount														$ 35,000
Warrants issued														1
Proceeds from convertible debt														$ 29,300

6. Earnings (Loss) Per Share (D

6. Earnings (Loss) Per Share (Details - Per share info) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss attributable to common stockholders (basic)	$ (2,236,774)	$ (1,887,287)
Shares used to compute net loss per common share, basic and diluted	110,119,684	42,334,210
Net loss per share attributable to common stockholders, basic and diluted	$ (0.02)	$ (0.04)

6. Earnings (Loss) Per Share _2

6. Earnings (Loss) Per Share (Details - Antidilutive Shares) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Anti-dilutive common stock equivalents	282,462,834	13,683,979
Warrants [Member]
Anti-dilutive common stock equivalents	2,868,397	1,627,532
Convertible notes payable [Member]
Anti-dilutive common stock equivalents	273,594,437	4,787,447
Vested shares [Member]
Anti-dilutive common stock equivalents	2,400,000	1,269,000
Unvested shares [Member]
Anti-dilutive common stock equivalents	3,600,000	6,000,000

7. Paycheck Protection Progra_2

7. Paycheck Protection Program Loan (Detail Narrative) - PPP Loan [Member]	12 Months Ended
	Dec. 31, 2020USD ($)
Proceeds from loan	$ 36,700
Debt instrument, maturity date	Apr. 23, 2022
Debt instrument, interest rate	1.00%

8. Related Parties (Details Nar

8. Related Parties (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Professional expense paid	$ 802,135	$ 1,807,286
Directors and Officers [Member]
Professional expense paid	7,182	0
Shares issued, value	728,892	726,900
Conversion of stock, amount issued	$ 685,350
Conversion of stock, shares issued	2,284,500
Directors and Officers [Member] | Series A Supervoting [Member]
Conversion of stock, amount issued	$ 415,350
Conversion of stock, shares issued	15,845
Stockholder [Member]
Amount due to stockholders	$ 1,000	1,000
Account payable - related parties	18,000	15,000
Rent expense paid to stockholder	$ 3,000	$ 24,000

9. Stockholders' Equity (Detail

9. Stockholders' Equity (Details - non-vested shares) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Options non-vested outstanding, beginning balance	6,000,000	7,469,000
Options awarded	0	0
Options vested	(2,400,000)	(1,319,000)
Options forfeited	0	(150,000)
Options non-vested outstanding, ending balance	3,600,000	6,000,000
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance	$ 0.30	$ 0.30
Weighted Average Exercise Price, awarded	0	0
Weighted Average Exercise Price, vested	0.30	0.30
Weighted average exercise price, forfeited	0	0
Weighted Average Exercise Price, Options non-vested outstanding, ending balance	$ 0.30	$ 0.30

9. Stockholders' Equity (Deta_2

9. Stockholders' Equity (Details - Warrants) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Warrants outstanding, beginning balance	1,627,532	384,615
Warrants issued	43,082,532	1,242,917
Warrants exercised	(41,666,667)	0
Warrants expired/forfeited	(175,000)	0
Warrants outstanding, ending balance	2,868,397	1,627,532	384,615
Outstanding, Weighted Average Exercise Price	$ 0.21	$ 0.75
Issued, Weighted Average Exercise Price	0	0.19
Exercised, Weighted Average Exercise Price	0	0
Expired/Forfeited, Weighted Average Exercise Price	0.20	0
Outstanding Weighted Average Exercise Price	$ 0	$ 0.21	$ 0.75
Weighted Average Remaining Contractual Life	3 years 4 months 24 days	4 years 6 months	4 years 1 month 6 days
Weighted Average Remaining Contractual Life, Issued	4 years 1 month 6 days

9. Stockholders' Equity (Deta_3

9. Stockholders' Equity (Details Narrative) - USD ($)	Dec. 31, 2020	Mar. 06, 2019	Dec. 31, 2020	Dec. 16, 2020	Nov. 19, 2020	Dec. 31, 2020	Dec. 31, 2019	Nov. 16, 2020	Jul. 02, 2020
Common stock, par value	$ 0.001		$ 0.001			$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000		190,000,000			190,000,000	190,000,000
Common stock, shares outstanding	145,110,130		145,110,130			145,110,130	43,313,547
Common stock, shares issued	145,110,130		145,110,130			145,110,130	43,313,547
Preferred stock, par value	$ 0.001		$ 0.001			$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000		10,000,000			10,000,000	10,000,000
Preferred stock, shares issued	25,845		25,845			25,845	0
Preferred stock, shares outstanding	25,845		25,845			25,845	0
Proceeds from convertible debt						$ 129,300	$ 310,000
Unrecognized compensation costs	$ 730,836		$ 730,836			730,836	1,102,645
Interest expense						737,541	173,183
Proceeds from stock						$ 130,000	$ 0
Securities Purchase Agreement [Member]
Proceeds from stock				$ 85,000
Series A Supervoting [Member]
Preferred stock, par value									$ 0.001
Preferred stock, shares authorized									15,600
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 1,200		$ 1,200			$ 1,200	$ 1,200	$ 0.001
Preferred stock, shares authorized	600		600			600	600	600
Preferred stock, shares issued	155		155			155	0
Preferred stock, shares outstanding	155		155			155	0
Derivative liability	$ 315,782		$ 315,782	106,241	$ 103,267	$ 315,782
Loss on the derivative					58,267
Loss on change in fair market value of derivative liability				(67,008)	(39,266)
Interest expense				1,700	39,000
Mezzanine liability	85,000		85,000		84,000	85,000
Sales commission					900
Dividend payable	$ 186,000		$ 186,000	$ 503	$ 1,160	$ 186,000
Series B Convertible Preferred Stock [Member] | Minimum [Member]
Exercise prices				$ 0.0060	$ 0.0067
Valuation ranging	$ 0.0063		$ 0.0083
Expected dividend yield	0.00%		0.00%
Expected volatility	431.65%		430.28%
Risk-free interest rates	0.39%		0.39%
Expected term	1 year 6 months		1 year 6 months
Series B Convertible Preferred Stock [Member] | Maximum [Member]
Exercise prices				$ 0.0051	$ 0.0051
Valuation ranging	$ 0.0087		$ 0.0087
Expected dividend yield	0.00%		0.00%
Expected volatility	437.59%		440.99%
Risk-free interest rates	0.38%		0.38%
Expected term	1 year 5 months 16 days		1 year 4 months 17 days
Holder [Member]
Debt conversion, shares issued						50,950,000
Debt conversion, amount issued						$ 52,636
Debt conversion, description						Furthermore, the holder of the note exercised $35,000 worth of warrants and $726 worth of fees into 40,802,082 shares of common stock.
Investor [Member]
Debt conversion, shares issued		1,000,000
Debt conversion, amount issued		$ 10,000
Proceeds from convertible debt		$ 50,000
Debt instrument, interest rate		12.00%
Debt instrument, maturity date		Mar. 1, 2021
Share price		$ 0.01
Directors and Officers [Member]
Fair value of shares vested						$ 685,350
Stock issued for services, shares						2,284,500
Unrecognized compensation costs	$ 415,350		$ 415,350			$ 415,350
Unrecognized compensation cost weighted-average period						6 months	1 year 4 months 24 days
Share-based compensation						$ 728,892	$ 685,416
Directors and Officers [Member] | Series A Supervoting Convertible Preferred Stock [Member]
Stock issued for services, shares						12,000
Stock issued for services, value						$ 8,768
Directors and Officers [Member] | Series A Convertible Preferred Stock [Member]
Stock issued for services, shares						13,845
2017 Stock Incentive Plan [Member]
Shares authorized under the plan	4,500,000		4,500,000			4,500,000
2019 Stock Incentive Plan [Member]
Shares authorized under the plan	5,000,000		5,000,000			5,000,000

10. Income Taxes (Details - Inc

10. Income Taxes (Details - Income Tax Expense) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Deferred:
Federal	$ (469,723)	$ (396,457)
State	(108,484)	(91,563)
Change in valuation allowance	578,206	488,020
Income tax expense (benefit)	$ 0	$ 0

10. Income Taxes (Details - Rec

10. Income Taxes (Details - Reconciliation)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Tax at statutory tax rate	21.00%	21.00%
State taxes	4.85%	4.85%
Other permanent items	0.00%	0.00%
Valuation allowance	(25.85%)	(25.85%)
Income tax expense	0.00%	0.00%

10. Income Taxes (Details - Def

10. Income Taxes (Details - Deferred tax assets) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carry forward	$ 1,287,319	$ 911,541
Total gross deferred tax assets	1,287,319	911,541
Less: valuation allowance	(1,287,319)	(911,541)
Net deferred tax asset	$ 0	$ 0

10. Income Taxes (Details Narra

10. Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 7,481,000	$ 5,040,000
Deferred tax assets valuation allowance	$ 1,287,319	$ 911,541
NOL expiration date	Dec. 31, 2036