IIOT-OXYS (ITOX) S-1 27 Jul 22 IPO registration Financial data

Cover

Cover	3 Months Ended
	Mar. 31, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	IIOT-OXYS, INC.
Entity Central Index Key	0001290658
Entity Tax Identification Number	56-2415252
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	705 Cambridge Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	(401)
Local Phone Number	307-3092
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash and Cash Equivalents	$ 189,312	$ 46,821
Accounts Receivable, Net	11,280	11,280
Prepaid Expenses	7,773	7,773
Total Current Assets	208,365	65,874
Intangible Assets, Net	285,879	298,085
Total Assets	494,244	363,959
Current Liabilities
Accounts Payable	146,822	161,171
Accrued Liabilities	286,353	247,155
Deferred Revenue	46,425	46,425
Notes Payable, Net of Discounts of $0 and $57,148 at March 31, 2022 and December 31, 2021, respectively	394,300	233,167
Salaries Payable to Related Parties	289,025	273,926
Derivative Liability	490,465	212,816
Total Current Liabilities	1,653,390	1,174,660
Notes Payable	163,167	267,152
Due to Stockholders	1,000	1,000
Total Liabilities	1,817,557	1,442,812
Commitments and Contingencies (Note 4)
Series B Convertible Preferred Stock, 600 Shares Designated, $0.001 Par Value, $1,200 Stated Value; 342 Shares and 155 Shares Issued and Outstanding at March 31, 2022 and December 31, 2021, respectively. Liquidation Preference $411,400 and $186,000 as of March 31, 2022 and December 31, 2021, respectively	411,400	186,000
Stockholders' Equity (Deficit)
Preferred Stock, $0.001 Par Value, 10,000,000 Shares Authorized; 25,896 shares and 25,896 Shares Issued and Outstanding at March 31, 2022 and December 31, 2021, respectively	26	26
Common Stock $0.001 Par Value, 1,000,000,000 shares Authorized; 237,205,464 Shares and 220,254,396 Shares Issued and Outstanding at March 31, 2022 and December 31, 2021, respectively	237,206	220,255
Additional Paid in Capital	6,783,471	7,059,098
Accumulated Deficit	(8,755,416)	(8,544,232)
Total Stockholders' Equity (Deficit)	(1,734,713)	(1,264,853)
Total Liabilities and Stockholders' Equity (Deficit)	$ 494,244	$ 363,959

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt discount	$ 0	$ 57,148
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares outstanding	25,896	25,896
Preferred stock, shares issued	25,896	25,896
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	237,205,464	220,254,396
Common stock, shares outstanding	237,205,464	220,254,396
Series B Convertible Preferred Stock [Member]
Preferred stock, shares authorized		600
Preferred stock, par value		$ 1,200
Preferred stock, shares outstanding		342
Preferred Stock, Liquidation Preference Per Share		$ 411,400

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues	$ 0	$ 0
Cost of Sales	0	0
Gross Profit	0	0
Operating Expenses
Amortization of Intangible Assets	12,205	12,477
General and Administrative	167,009	260,283
Total Operating Expenses	179,214	272,760
Other Income (Expense)
Gain (Loss) on Change in FMV of Derivative Liability	115,799	84,700
Gain (Loss) on Extinguishment of Debt	0	120,000
Loss on Derivatives	(201,943)	0
Interest Expense	(247,372)	(121,447)
Total Other Income (Expense)	(333,516)	83,253
Net Loss Before Income Taxes	(512,730)	(189,507)
Provision for Income Tax	0	0
Net Loss	(512,730)	(189,507)
Convertible Preferred Stock Dividend	(12,430)	(5,504)
Net Loss Attributable to Common Stockholders	$ (525,160)	$ (195,011)
Net Loss Per Share Attributable to Common Stockholders - Basic	$ 0	$ 0
Net Loss Per Share Attributable to Common Stockholders - Diluted	$ 0	$ 0
Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic	224,759,740	160,406,294
Weighted Average Shares Outstanding Attributable to Common Stockholders - Diluted	224,759,740	160,406,294

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance - December 31, 2021 at Dec. 31, 2020	$ 26	$ 145,111	$ 4,794,261	$ (7,480,678)	$ (2,541,280)
Beginning balance, shares at Dec. 31, 2020	25,845	145,110,129
Common Stock Issued for Conversion of Convertible Note Payable		$ 16,851	151,669		168,520
Common stock issued for conversion of convertible note payable, shares		16,850,978
Common Stock Sold for Cash		$ 16,400	229,600		246,000
Common stock sold for cash, shares		16,400,000
Beneficial Conversion Feature Discount on Note Payable			360,000		360,000
Commission paid for Raising Capital			(4,920)		(4,920)
Net Loss				(195,011)	(195,011)
Effect of adopting ASU 2020-06					0
Balance - March 31, 2022 at Mar. 31, 2021	$ 26	$ 178,362	5,530,610	(7,675,689)	(1,966,691)
Shares, Outstanding, Ending Balance at Mar. 31, 2021	25,845	178,361,107
Balance - December 31, 2021 at Dec. 31, 2021	$ 26	$ 220,255	7,059,098	(8,544,232)	(1,264,853)
Beginning balance, shares at Dec. 31, 2021	25,896	220,254,396
Common Stock Issued for Financing Commitments		$ 16,851	96,975		113,826
Common Stock Issued for Financing Commitment, shares		16,851,068
Common Stock Issued for Services		$ 100	800		900
Common Stock Issued for Services, shares		100,000
Net Loss				(525,160)	(525,160)
Effect of adopting ASU 2020-06			(371,125)	313,976	(57,149)
Balance - March 31, 2022 at Mar. 31, 2022	$ 26	$ 237,206	$ 6,783,471	$ (8,755,416)	$ (1,734,713)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	25,896	237,205,464

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities
Net Loss	$ (525,160)	$ (195,011)
Adjustments to Reconcile Net Loss to Net Cash Used By Operating Activities
Gain on Extinguishment of Debt	0	(120,000)
Stock Compensation Expense for Services	900	0
Amortization of Debt discount on Notes Payable and Preferred Stock	37,400	108,408
Amortization of Intangible Assets	12,205	12,477
Increase (Decrease) in:
Prepaid Expense	0	(4,379)
Accounts Payable	(14,349)	(40,360)
Accrued Liabilities	39,198	2,841
Derivative Liability	277,649	(84,700)
Shares Payable to Related Parties	0	179,236
Salaries Payable to Related Parties	15,099	15,947
Net Cash Used By Operating Activities	(157,058)	(125,541)
Cash Flows From Financing Activities
Cash Received from Sale of Common Stock	113,826	246,000
Cash Payments of Offering Costs	(2,277)	(4,920)
Proceeds from Sale of Series B Preferred Stock	188,000	0
Net Cash Provided By Financing Activities	299,549	241,080
Net Increase in Cash and Cash Equivalents	142,491	115,539
Cash and Cash Equivalents - Beginning of Period	46,821	103,074
Cash and Cash Equivalents - End of Period	189,312	218,613
Supplement Disclosures of Cash Flow Information
Interest Paid	0	0
Income Taxes	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Conversion of Convertible Notes Payable and Derivative Liabilities	0	168,520
Beneficial Conversion Feature Discount on Notes Payable	0	360,000
Effect of Adopting ASU-2020-06	$ (57,149)	$ 0

NATURE OF OPERATIONS, BASIS OF

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN	3 Months Ended
	Mar. 31, 2022
Accounting Policies [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 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 a name change to “IIOT-OXYS, Inc.” and authorized a change of domicile from New Jersey to Nevada. Impact of COVID-19 During the period ended March 31, 2022, the effects of a new coronavirus (“ COVID-19 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 Going Concern The accompanying condensed consolidated 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, has a working capital deficit of $ 1,145,025 157,058 8,755,416 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
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 condensed consolidated financial statements. Interim Financial Statements The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2021. Principles of Consolidation The condensed consolidated financial statements for March 31, 2022 and 2021, 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. Reclassifications Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. 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 parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. The Company reported a cash balance of $ 189,312 46,821 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. The Company recorded accounts receivable of $ 11,280 no 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 Earnings per Share” EPS 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 250,000 no 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 condensed consolidated financial instruments consist of cash and cash equivalents, 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 Effective January 1, 2022, we early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity Debt—Debt with Conversion and Other Options Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU Income Taxes (Topic 740) 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.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	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 March 31, 2022 and December 31, 2021 amounted to $ 285,879 298,085 Intangible Assets Net of Amortization March 31, 2022 December 31, 2021 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (209,121 ) (196,915 ) Intangible Assets, net $ 285,879 $ 298,085 The Company determined that none of its intangible assets were impaired as of March 31, 2022 and December 31, 2021, respectively, 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 $ 12,205 12,477 The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of March 31: Schedule of future amortization Amortization expense 2022 (Remainder of the year) $ 37,295 2023 49,500 2024 49,500 2025 49,500 2026 49,500 Thereafter 50,584 Total $ 285,879

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 4 - COMMITMENTS AND CONTINGENCIES On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CEO, pursuant to which the CEO forgave $ 185,000 153,376 145,844 On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the COO, pursuant to which the COO forgave $ 103,250 135,649 127,864

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 5 - CONVERTIBLE NOTES PAYABLE The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of March 31, 2022 and December 31, 2021, respectively. Schedule of convertible notes payable March 31, 2022 December 31, 2021 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. $ 295,000 $ 295,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 D. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. 50,000 50,000 E. Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2022. The notes are secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.01 per share. Principal and interest due on maturity on April 29, 2023. 33,167 33,167 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2023. 75,000 75,000 633,167 633,167 Less: deferred financing costs (75,700 ) (75,700 ) Less unamortized discount – (57,148 ) Net balance 557,467 500,319 Less current portion (394,300 ) (233,167 ) Long term portion $ 163,167 $ 267,152 A. January 18, 2018 Convertible Note and Warrants (“Note A”) On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On January 28, 2021, the noteholder of Note A 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 Note A) including penalties of $100,000 were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On December 14, 2021, the Company entered into amendment to the Note A which limits the respective holder to conversions resulting in beneficial ownership by the holder and its affiliates of no more than 4.99% of the outstanding shares of common stock of the Company. The Company recorded $100,000 as extinguishment of debt in its statements of operations for the year ended December 31, 2021. In addition, the Company recorded interest expense of $ 8,729 15,041 139,765 131,036 The principal balance payable on Note A amounted to $ 295,000 B. January 2019 Convertible Note and Warrants (“Note B”) Effective March 1, 2021, the noteholder of Note B agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2024, and all prior Events of Default (as defined in the Note B) including penalties were waived, and all other terms of the Note B remain the same (Note 9). The Company recorded interest expense of $ 678 678 8,770 8,092 55,000 55,000 D. March 2019 Convertible Note and Warrants (“Note D”) On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. On January 28, 2021, the noteholder of Note D 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 Note D) including penalties of $10,000 were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. The Company recorded $10,000 as extinguishment of debt in its statements of operations for the nine months ended September 30, 2021. Accrued interest payable on Note D was $ 16,177 14,698 50,000 E. August 2019 Convertible Note and Warrants (“Note E”) On August 2, 2021, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2022 3,699 3,699 37,389 33,690 125,000 125,000 F. July 2020 Equity Financing Arrangement (“Note F”) On April 29, 2022, the noteholder of Note F agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to April 29, 2023 66,833 5,177 7,200,000 625,000 5,563 818 1,404 2,530 1,712 33,167 G . July 2020 Equity Financing Arrangement (“Note G”) On April 29, 2022, the noteholder of Note G agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to April 29, 2023 625,000 5,563 1,849 1,849 11,589 9,740 75,000

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
EARNINGS (LOSS) 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 months ended March 31, 2022 and 2021: Schedule of earnings per share Three Months ended 2022 2021 Net loss attributable to common stockholders (basic) $ (525,160 ) $ (195,011 ) Shares used to compute net loss per common share, basic and diluted 224,759,740 160,406,294 Net loss per share attributable to common stockholders, basic and diluted $ (0.00 ) $ (0.00 ) 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 three months ended March 31, 2022 and 2021, respectively, because their inclusion would be anti-dilutive: Schedule of anti-dilutive shares As of March 31, 2022 2021 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 347,878,284 323,988,444 Potentially issuable vested shares to directors and officers – 3,300,000 Potentially issuable unvested shares to officers – 2,700,000 Total anti-dilutive common stock equivalents 350,741,681 332,856,841

RELATED PARTIES

RELATED PARTIES	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 7 - RELATED PARTIES At March 31, 2022 and December 31, 2021, respectively, the amount due to two stockholders was $ 1,000 The Company executed an operating lease to rent its current office facility from a stockholder on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. The Company recorded rent expense of $ 750 750 250 750

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8 - STOCKHOLDERS' EQUITY The Company has an authorized capital of 1,000,000,000 shares, $ 0.001 10,000,000 237,205,464 220,254,396 25,896 25,896 Common Stock 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 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 January 27, 2022, February 24, 2022, March 11, 2022 and March 24, 2022, the investor purchased 2,623,138 3,975,109 1,978,821 8,274,000 11,160 22,116 12,176 68,373 113,826 On February 23, 2022, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 100,000 900 Stock Incentive Plans On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan 4,500,000 On March 11, 2019, the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “ Plan 5,000,000 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 of March 31, 2022 and 2021, and changes during the three months period then ended, is presented below: Summary of non-vested shares Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2021 – $ – Awarded – – Vested – – Forfeited – – Balance at March 31, 2022 – $ – Balance at December 31, 2020 3,600,000 $ 0.30 Awarded – – Vested (900,000 ) 0.30 Forfeited – – Balance at March 31, 2021 2,700,000 $ 0.30 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Company authorized the issuance of 15,600 0.001 The Company had 25,896 Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Company authorized the issuance of up to 600 0.001 1,200 On February 7, 2022 and March 24, 2022, the Company issued 51 136 51,000 136,000 1,000 2,720 On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “ SPA GHS COD On November 19, 2020 (the date of receipt of cash proceeds of $ 45,000 103,267 58,267 39,000 39,000 84,000 13,228 39,465 2,485 2,485 13,725 11,240 The Company valued the fair value using the Black-Scholes option pricing model at March 31, 2022, with the following assumptions: conversion exercise price - $0.0096, the closing stock price of the Company's common stock on the date of valuation -$0.0178, an expected dividend yield - 0%, expected volatility – 160.41%, risk-free interest rate – 0.51%, and an expected term – 0.13 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 On December 16, 2020 (the date of receipt of cash proceeds of $ 85,000 106,241 1,700 102,000 102,000 20,784 45,235 3,018 3,018 15,761 12,743 The Company valued the fair value using the Black-Scholes option pricing model as of March 31, 2022, with the following assumptions: conversion exercise price - $0.0096, the closing stock price of the Company's common stock on the date of valuation - $0.0178, an expected dividend yield - 0%, expected volatility – 160.41%, risk-free interest rates – 0.51%, and an expected term of 0.21 years. On February 7, 2022 (the date of receipt of cash proceeds of $ 51,000 65,025 14,025 10,200 10,200 61,200 16,929 1,046 1,046 On March 24, 2022 (the date of receipt of cash proceeds of $ 136,000 328,422 192,422 27,200 27,200 163,200 105,194 376 376 As a result of receipt of cash proceeds relating to Series B Convertible Preferred Stock, the Company recorded derivative liability of $ 490,465 212,816 30,908 23,983 Warrants A summary of the status of the Company’s warrants as of March 31, 2022 and 2021, and changes during the three months then ended, is presented below: Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2020 – – Issued 2,868,397 $ 0.00084 3.4 Exercised – – Expired/Forfeited – – Outstanding at March 31, 2021 2,868,397 $ 0.00084 3.2 Outstanding at December 31, 2021 – – Issued 2,868,397 $ 0.00084 2.4 Exercised – – Expired/Forfeited – – Outstanding at March 31, 2022 2,868,397 $ 0.00084 2.2

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this Report, the date the financial statements were available to be issued, noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosure. On April 4, 2022, the Company executed an unsecured convertible promissory note for a principal amount of $200,000, at an interest rate of 10% per annum, maturing on April 4, 2024, with an original issue discount of $7,500. The principal amount of convertible promissory note is convertible into shares of common stock equal to 3.23% of the fully diluted share capital of the Company as of the conversion date. The Company received a cash consideration of $192,500 on April 4, 2022. On April 6, 2022, the noteholder of Note B agreed to extend the maturity date of Note B from March 1, 2022 to March 1, 2024 and waiving all events of Default, known or unknown. All other terms of the Secured Convertible Promissory Note remain the same (Note 5). On April 8, 2022, the Company issued 7,828,223 shares of its common stock for cash consideration of $98,636 and paid sales commissions of $1,973, pursuant to the Equity Financing Agreement. On May 6, 2022, the Company issued 4,969,077 shares of its common stock for cash consideration of $43,095 and paid sales commissions of $4,310, pursuant to the Equity Financing Agreement.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Interim Financial Statements	Interim Financial Statements The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2021.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements for March 31, 2022 and 2021, 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.
Reclassifications	Reclassifications Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income.
Use of Estimates	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 parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents	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 did not have any cash equivalents as of March 31, 2022 and December 31, 2021. The Company reported a cash balance of $ 189,312 46,821
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. The Company recorded accounts receivable of $ 11,280 no
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 Earnings per Share” EPS
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 Credit 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 250,000 no
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 condensed consolidated financial instruments consist of cash and cash equivalents, 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 Effective January 1, 2022, we early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity 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 Income Taxes (Topic 740) 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.

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets Net of Amortization	Intangible Assets Net of Amortization March 31, 2022 December 31, 2021 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (209,121 ) (196,915 ) Intangible Assets, net $ 285,879 $ 298,085
Schedule of future amortization	Schedule of future amortization Amortization expense 2022 (Remainder of the year) $ 37,295 2023 49,500 2024 49,500 2025 49,500 2026 49,500 Thereafter 50,584 Total $ 285,879

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of convertible notes payable	Schedule of convertible notes payable March 31, 2022 December 31, 2021 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. $ 295,000 $ 295,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 D. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. 50,000 50,000 E. Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2022. The notes are secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.01 per share. Principal and interest due on maturity on April 29, 2023. 33,167 33,167 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2023. 75,000 75,000 633,167 633,167 Less: deferred financing costs (75,700 ) (75,700 ) Less unamortized discount – (57,148 ) Net balance 557,467 500,319 Less current portion (394,300 ) (233,167 ) Long term portion $ 163,167 $ 267,152

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of earnings per share	Schedule of earnings per share Three Months ended 2022 2021 Net loss attributable to common stockholders (basic) $ (525,160 ) $ (195,011 ) Shares used to compute net loss per common share, basic and diluted 224,759,740 160,406,294 Net loss per share attributable to common stockholders, basic and diluted $ (0.00 ) $ (0.00 )
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares As of March 31, 2022 2021 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 347,878,284 323,988,444 Potentially issuable vested shares to directors and officers – 3,300,000 Potentially issuable unvested shares to officers – 2,700,000 Total anti-dilutive common stock equivalents 350,741,681 332,856,841

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Summary of non-vested shares	Summary of non-vested shares Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2021 – $ – Awarded – – Vested – – Forfeited – – Balance at March 31, 2022 – $ – Balance at December 31, 2020 3,600,000 $ 0.30 Awarded – – Vested (900,000 ) 0.30 Forfeited – – Balance at March 31, 2021 2,700,000 $ 0.30
Summary of warrant activity	Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2020 – – Issued 2,868,397 $ 0.00084 3.4 Exercised – – Expired/Forfeited – – Outstanding at March 31, 2021 2,868,397 $ 0.00084 3.2 Outstanding at December 31, 2021 – – Issued 2,868,397 $ 0.00084 2.4 Exercised – – Expired/Forfeited – – Outstanding at March 31, 2022 2,868,397 $ 0.00084 2.2

NATURE OF OPERATIONS, BASIS O_2

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
[custom:WorkingCapital-0]	$ 1,145,025
Net Cash Provided by (Used in) Operating Activities	157,058	$ 125,541
Retained Earnings (Accumulated Deficit)	$ 8,755,416		$ 8,544,232

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and Cash Equivalents	$ 189,312	$ 46,821
Accounts Receivable, Net	11,280	11,280
Allowance for doubtful accounts	0	0
FDIC insured amount	250,000
Cash in excess of FDIC insurance	$ 0	$ 0

INTANGIBLE ASSETS (Details - In

INTANGIBLE ASSETS (Details - Intangible assets) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	$ 495,000	$ 495,000
Accumulated amortization	(209,121)	(196,915)
Intangible Assets, net	$ 285,879	$ 298,085

INTANGIBLE ASSETS (Details - Es

INTANGIBLE ASSETS (Details - Estimated future amortization expense)	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (Remainder of the year)	$ 37,295
2023	49,500
2024	49,500
2025	49,500
2026	49,500
Thereafter	50,584
Total	$ 285,879

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets, Net	$ 285,879		$ 298,085
Amortization expense	$ 12,205	$ 12,477

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 11, 2020	Mar. 31, 2022	Dec. 31, 2021
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Debt Forgiveness	$ 185,000
Salaries payable		$ 153,376	$ 145,844
Chief Operating Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Debt Forgiveness	$ 103,250
Salaries payable		$ 135,649	$ 127,864

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Convertible Notes Payable	$ 633,167	$ 633,167
Deferred financing costs	(75,700)	(75,700)
[custom:ConvertibleNotesPayableNet-0]	557,467	500,319
Convertible Notes Payable, Current	(394,300)	(233,167)
Convertible Notes Payable, Noncurrent	163,167	267,152
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	295,000	295,000
Convertible notes payable 1 [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	55,000	55,000
Convertible Notes Payable Two [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	50,000	50,000
Convertible notes payable 3 [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	125,000	125,000
Convertible Notes Payable Four [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	33,167	33,167
Convertible Notes Payable Five [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	$ 75,000	$ 75,000

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Aug. 02, 2021	Apr. 29, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Convertible Notes Payable			$ 633,167		$ 633,167
Convertible Promissory Noteholder F [Member] | Equity Financing Agreement [Member]
Debt Instrument [Line Items]
Interest Payable		$ 5,177
Debt Instrument, Face Amount		$ 66,833
Debt Conversion, Converted Instrument, Shares Issued		7,200,000
Convertible Promissory Noteholder - G [Member]
Debt Instrument [Line Items]
Debt Related Commitment Fees and Debt Issuance Costs		$ 5,563
Note A [Member]
Debt Instrument [Line Items]
Interest Expense, Debt			8,729	$ 15,041
Interest Payable			139,765		131,036
Convertible Notes Payable			295,000		295,000
Note B [Member]
Debt Instrument [Line Items]
Interest Expense, Debt			678	678
Interest Payable			8,770		8,092
Convertible Notes Payable			55,000		55,000
Note D [Member]
Debt Instrument [Line Items]
Interest Payable			16,177		14,698
Convertible Notes Payable					50,000
Note E [Member]
Debt Instrument [Line Items]
Interest Expense, Debt			3,699	3,699
Interest Payable			37,389		33,690
Convertible Notes Payable			125,000		125,000
Debt Instrument, Maturity Date	Aug. 02, 2022
Note F [Member]
Debt Instrument [Line Items]
Interest Expense, Debt			818	1,404
Interest Payable			$ 2,530		1,712
Convertible Notes Payable					33,167
Debt Instrument, Maturity Date		Apr. 29, 2023
Conversion of Stock, Shares Converted			625,000
Note G [Member]
Debt Instrument [Line Items]
Interest Expense, Debt			$ 1,849	$ 1,849
Interest Payable			$ 11,589		9,740
Convertible Notes Payable					$ 75,000
Debt Instrument, Maturity Date		Apr. 29, 2023
Conversion of Stock, Shares Converted			625,000

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details - Per share info) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss attributable to common stockholders (basic)	$ (525,160)	$ (195,011)
Shares used to compute net loss per common share, basic and diluted	224,759,740	160,406,294
Net loss per share attributable to common stockholders, basic and diluted	$ 0	$ 0

EARNINGS (LOSS) PER SHARE (De_2

EARNINGS (LOSS) PER SHARE (Details - Antidilutive Shares) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	350,741,681	332,856,841
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	2,868,397	2,868,397
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	347,878,284	323,988,444
Vested shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	0	3,300,000
Unvested Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents		2,700,000

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - Stockholder [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Amount due to stockholders	$ 1,000		$ 1,000
Rent expense paid to stockholder	750	$ 750
Account payable - related parties	$ 250		$ 750

STOCKHOLDERS' EQUITY (Details -

STOCKHOLDERS' EQUITY (Details - non-vested shares) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Equity [Abstract]
Options non-vested outstanding, beginning balance	0	3,600,000
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance	$ 0	$ 0.30
Options awarded	0	0
Weighted Average Exercise Price, awarded	$ 0	$ 0
Options vested	0	900,000
Weighted Average Exercise Price, vested	$ 0	$ 0.30
Options forfeited	0	0
Weighted average exercise price, forfeited	$ 0	$ 0
Options non-vested outstanding, ending balance	0	2,700,000
Weighted Average Exercise Price, Options non-vested outstanding, ending balance	$ 0	$ 0.30
Options vested	0	(900,000)

STOCKHOLDERS' EQUITY (Details_2

STOCKHOLDERS' EQUITY (Details - Warrants) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Warrants outstanding, beginning balance	0	0	0
Outstanding, Weighted Average Exercise Price		$ 0	$ 0
Warrants issued	2,868,397	2,868,397
Issued, Weighted Average Exercise Price	$ 0.00084	$ 0.00084
Weighted Average Remaining Contractual Life, Issued	2 years 2 months 12 days	3 years 2 months 12 days	2 years 4 months 24 days	3 years 4 months 24 days
Warrants exercised	0	0
Exercised, Weighted Average Exercise Price	$ 0	$ 0
Warrants expired/forfeited	0	0
Expired/Forfeited, Weighted Average Exercise Price	$ 0	$ 0
Warrants outstanding, ending balance	2,868,397	2,868,397	0	0
Outstanding Weighted Average Exercise Price	$ 0.00084	$ 0.00084		$ 0
Outstanding, Weighted Average Exercise Price	$ 0

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)								1 Months Ended			3 Months Ended
	Mar. 24, 2022	Mar. 11, 2022	Feb. 24, 2022	Feb. 07, 2022	Jan. 27, 2022	Dec. 16, 2020	Nov. 19, 2020	Feb. 23, 2022	Feb. 24, 2021	Dec. 16, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Nov. 16, 2020	Jul. 02, 2020
Class of Stock [Line Items]
Common stock, par value											$ 0.001		$ 0.001
Preferred stock, shares authorized											10,000,000		10,000,000
Common stock, shares issued											237,205,464		220,254,396
Common stock, shares outstanding											237,205,464		220,254,396
Preferred stock, shares issued											25,896		25,896
Preferred stock, shares outstanding											25,896		25,896
Stock Issued During Period, Value, Issued for Services											$ 900
Preferred stock, par value											$ 0.001		$ 0.001
Proceeds from stock											$ 188,000	$ 0
Loss on the derivative											201,943	0
Amortization of Debt Discount (Premium)											37,400	108,408
Securities Purchase Agr [Member]
Class of Stock [Line Items]
Proceeds from stock										$ 85,000
Series A Supervoting [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized															15,600
Preferred stock, par value															$ 0.001
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized													600	600
Preferred stock, shares outstanding													342
Preferred stock, par value													$ 1,200	$ 0.001
Derivative liability											490,465		$ 212,816
Dividends Payable, Current											$ 30,908		23,983
2017 Stock Incentive Plan [Member]
Class of Stock [Line Items]
Shares authorized under the plan											4,500,000
2019 Stock Incentive Plan [Member]
Class of Stock [Line Items]
Shares authorized under the plan											5,000,000
Consultant [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Issued for Services								100,000
Stock Issued During Period, Value, Issued for Services								$ 900
Common Stock Purchase Agreement [Member]
Class of Stock [Line Items]
Stock issued duriing period, shares	8,274,000	1,978,821	3,975,109		2,623,138
Proceeds from Issuance of Common Stock	$ 68,373	$ 12,176	$ 22,116		$ 11,160				$ 113,826
Securities Purchase Agreement [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Stock issued duriing period, shares	136			51
Proceeds from Issuance of Preferred Stock and Preference Stock	$ 136,000			$ 51,000
Payments of Stock Issuance Costs	2,720			1,000
November 19, 2020 [Member] | Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Proceeds from stock							$ 45,000
Derivative liability							103,267
Loss on the derivative							58,267
Interest expense							39,000
Mezzanine liability							39,000
Amortization of Debt Discount (Premium)							$ 84,000
Loss on change in fair market value of derivative liability											$ 13,228	39,465
Sales commission											2,485	2,485
Dividends Payable											13,725		11,240
December 16, 2020 [Member] | Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Proceeds from stock						$ 85,000
Derivative liability						106,241				106,241
Interest expense						1,700
Mezzanine liability						102,000				$ 102,000
Amortization of Debt Discount (Premium)						$ 102,000
Sales commission											3,018	3,018
Dividends Payable											15,761		$ 12,743
December 16, 2020 [Member] | Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Loss on change in fair market value of derivative liability											20,784	$ 45,235
February 7, 2022 [Member] | Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Proceeds from stock				51,000
Derivative liability				65,025
Loss on the derivative				14,025							16,929
Interest expense				10,200
Mezzanine liability				10,200
Amortization of Debt Discount (Premium)				$ 61,200
Sales commission											1,046
Dividends Payable											1,046
March 24, 2022 [Member] | Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Proceeds from stock	136,000
Derivative liability	328,422
Loss on the derivative	192,422
Interest expense	27,200
Mezzanine liability	27,200
Amortization of Debt Discount (Premium)	$ 163,200
Sales commission											376
Dividends Payable											376
March 24, 2022 [Member] | Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Loss on change in fair market value of derivative liability											$ 105,194