IGEN Networks (IGEN) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Aug. 13, 2021
Cover [Abstract]
Entity Registrant Name	IGEN Networks Corp.
Entity Central Index Key	0001393540
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		1,437,969,728
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	333-141875
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-5879021
Entity Address Address Line 1	31772 Casino Drive
Entity Address City Or Town	Lake Elsinore
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92530
City Area Code	1
Local Phone Number	855-912-5378
Entity Address Address Line 2	Suite C

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets
Cash	$ 57,516	$ 26,731
Accounts and other receivables, net	57,655	34,830
Inventory	49,226	20,456
Total Current Assets	164,397	82,017
Goodwill	505,508	505,508
Other assets	5,722	0
Total Assets	675,627	587,525
Current Liabilities
Accounts payable and accrued liabilities	772,353	846,736
Current portion of deferred revenue, net of contract assets	72,571	96,792
Notes payable, current portion	33,033	5,943
Convertible debentures, current portion, net of discount of $61,145 and $22,645, respectively	48,599	14,580
Derivative liabilities	156,882	189,775
Total Current Liabilities	1,083,438	1,153,826
Notes payable, net of current portion	184,798	207,219
Convertible debentures, net of current portion, net of discount of $0 and $141,536, respectively	0	55,570
Deferred revenue, net of current portion and contract assets	78,076	42,020
Total Liabilities	1,346,312	1,458,635
Stockholders' Deficit
Series B preferred stock: Authorized - 2,000,000 shares with $0.001 par value issued and outstanding - 1,500,000 and 1,000,000 shares, as of September 30, 2021 and December 31, 2020, respectively, aggregate liquidation preference of $1,500 and $1,000 as of September 30, 2021 and December 31, 2020, respectively	1,500	1,000
Common stock: Authorized - 1,740,000,000 shares with $0.001 par value issued and outstanding - 1,393,081,109 and 1,192,192,158 shares, as of September 30, 2021 and December 31, 2020, respectively	1,393,091	1,192,192
Additional paid-in capital	14,305,307	13,068,978
Accumulated Deficit	(16,497,964)	(15,185,187)
Total Stockholders' Deficit	(798,066)	(923,017)
Total Liabilities and Stockholders' Deficit	675,627	587,525
Redeemable convertible preferred stock - Series A [Member]
Stockholders' Deficit
Series B preferred stock: Authorized - 2,000,000 shares with $0.001 par value issued and outstanding - 1,500,000 and 1,000,000 shares, as of September 30, 2021 and December 31, 2020, respectively, aggregate liquidation preference of $1,500 and $1,000 as of September 30, 2021 and December 31, 2020, respectively	127,381	51,907
Total Stockholders' Deficit	$ 127,381	$ 51,907

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Liabilities
Net of unamortized discount	$ 61,145	$ 22,645
Convertible debentures, net of current portion, net of discount	$ 0	$ 141,536
Stockholders' Deficit
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,740,000,000	1,740,000,000
Common stock, shares issued	1,393,091,199	1,192,192,158
Common stock, shares outstanding	1,393,081,109	1,192,192,158
Preferred stock, shares par value	$ 0.001
Preferred stock, shares authorized	124,868,383
Redeemable convertible preferred stock - Series A [Member]
Stockholders' Deficit
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,250,000	1,250,000
Preferred stock, shares issued	296,725	186,450
Preferred stock, shares outstanding	296,725	186,450
Preferred stock, liquidation preference shares	$ 303,846	$ 190,194
Preferred stock, liquidation preference shares, net of discount	$ 148,627	$ 101,104
Series B preferred stock [Member]
Stockholders' Deficit
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,500,000	1,000,000
Preferred stock, shares outstanding	1,500,000	1,000,000
Preferred stock, liquidation preference shares	$ 1,500	$ 1,000

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues:
Sales, services	$ 58,539	$ 77,996	$ 220,968	$ 285,179
Sales, other	0	0	0	8,436
Total Revenues	58,539	77,996	220,968	293,615
Cost of goods sold	49,556	43,118	164,270	135,662
Gross Profit	8,983	34,878	56,698	157,953
Expenses:
Selling, general and administrative	153,155	182,032	384,144	394,232
Management and consulting fees	43,322	45,112	137,478	159,948
Payroll and related	71,523	27,318	217,825	99,557
Stock-based compensation expense	0	0	291,374	277,543
Total Expenses	268,000	254,462	1,030,821	931,280
Loss Before Other Income (Expense)	(259,017)	(219,584)	(974,123)	(773,327)
Other Income (Expense):
Accretion of discounts on convertible debentures	(31,106)	(9,833)	(103,035)	(119,897)
Change in fair value of derivative liabilities	33,001	265,294	156,503	(1,082,407)
Loss on extinguishment of debt	0	(29,582)	0	(303,100)
Interest expense	(5,244)	(33,745)	(20,196)	(231,188)
Total Other Income (Expense), net	(3,349)	192,134	33,272	(1,736,592)
Net Loss	(262,366)	(27,450)	(940,851)	(2,509,919)
Increase in value of warrants	0	0	0	(370,726)
Accrued and deemed dividends on redeemable convertible preferred stock	(169,740)	(119,822)	(371,926)	(458,269)
Net loss attributable to common stockholders	$ (432,106)	$ (147,272)	$ (1,312,777)	$ (3,338,914)
Basic and Diluted Loss per Common Share	$ 0	$ 0	$ 0	$ (0.01)
Weighted Average Number of Common Shares Outstanding	1,329,721,262	1,113,460,014	1,263,939,724	646,347,824

Condensed Consolidated Statemen

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Subscription Receivable	Retained Earnings (Accumulated Deficit)	Redeemable convertible preferred stock - Series A [Member]	Series B preferred stock [Member]
Balance, shares at Dec. 31, 2019		74,242,196				160,600
Balance, amount at Dec. 31, 2019	$ (859,202)	$ 74,242	$ 10,697,216		$ (11,630,660)	$ 31,927	$ 0
Shares of Series A preferred stock for cash, net of costs and discounts, shares						47,300
Shares of Series A preferred stock for cash, net of costs and discounts, amount	0	0	0		0	$ 1,608	$ 0
Issuance of Series B preferred stock, shares							1,000,000
Issuance of Series B preferred stock, amount	277,543	$ 0	276,543		0	$ 0	$ 1,000
Conversion of Series A preferred shares to common stock, shares		81,700,258				(107,700)
Conversion of Series A preferred shares to common stock, amount	94,364	$ 81,700	103,693		(91,029)	$ (21,411)	0
Accrued dividends on Series A preferred stock	(1,742)	$ 0	0		(1,742)	1,742	0
Shares of common stock issued for cash, shares		26,750,000
Shares of common stock issued for cash, amount	151,250	$ 26,750	124,500		0	0	0
Shares of common stock issued for conversion of convertible note, including fees, shares		95,216,504
Shares of common stock issued for conversion of convertible note, including fees, amount	270,970	$ 95,217	175,753		0	0	0
Stock-based compensation	14,906	0	14,906		0	0	0
Net loss	(859,173)	$ 0	0		(859,173)	$ 0	$ 0
Balance, shares at Mar. 31, 2020		277,908,958				100,200	1,000,000
Balance, amount at Mar. 31, 2020	(911,084)	$ 277,909	11,392,611		(12,582,604)	$ 13,866	$ 1,000
Balance, shares at Dec. 31, 2019		74,242,196				160,600
Balance, amount at Dec. 31, 2019	(859,202)	$ 74,242	10,697,216		(11,630,660)	$ 31,927	$ 0
Stock-based compensation	15,000
Net loss	(2,509,919)
Increase in value of warrants	370,726
Balance, shares at Sep. 30, 2020		1,144,394,069				205,700	1,000,000
Balance, amount at Sep. 30, 2020	(927,729)	$ 1,144,394	12,896,451		(14,969,574)	$ 35,439	$ 1,000
Balance, shares at Dec. 31, 2019		74,242,196				160,600
Balance, amount at Dec. 31, 2019	(859,202)	$ 74,242	10,697,216		(11,630,660)	$ 31,927	$ 0
Increase in value of warrants	370,726
Balance, shares at Dec. 31, 2020		1,192,192,158				186,450	1,000,000
Balance, amount at Dec. 31, 2020	(923,017)	$ 1,192,192	13,068,978	$ 0	(15,185,187)	$ 51,907	$ 1,000
Balance, shares at Mar. 31, 2020		277,908,958				100,200	1,000,000
Balance, amount at Mar. 31, 2020	(911,084)	$ 277,909	11,392,611		(12,582,604)	$ 13,866	$ 1,000
Shares of Series A preferred stock for cash, net of costs and discounts, shares						100,100
Shares of Series A preferred stock for cash, net of costs and discounts, amount	(156,472)	$ 0	0		(156,472)	$ 0	0
Conversion of Series A preferred shares to common stock, shares		117,506,731				(40,500)
Conversion of Series A preferred shares to common stock, amount	129,087	$ 117,507	37,230		(25,650)	$ (10,115)	0
Accrued dividends on Series A preferred stock	(63,554)	$ 0	0		(63,554)	63,554	0
Shares of common stock issued for conversion of convertible note, including fees, shares		524,841,289
Shares of common stock issued for conversion of convertible note, including fees, amount	1,262,993	$ 524,841	738,152		0	0	0
Net loss	(1,623,296)				(1,623,296)
Cashless exercise of warrant, shares		62,579,483
Cashless exercise of warrant, amount	0	$ 62,579	(62,579)		0	0	0
Issuance of common stock for conversion of payables, shares		26,828,800
Issuance of common stock for conversion of payables, amount	67,072	$ 26,829	40,243		0	0	0
Increase in value of warrants		$ 0	370,726		(370,726)	$ 0	$ 0
Balance, shares at Jun. 30, 2020		1,009,665,261				159,800	1,000,000
Balance, amount at Jun. 30, 2020	(1,295,254)	$ 1,009,665	12,516,383		(14,822,302)	$ 67,305	$ 1,000
Shares of Series A preferred stock for cash, net of costs and discounts, shares						105,600
Shares of Series A preferred stock for cash, net of costs and discounts, amount	(106,416)				(106,416)	$ 14,428
Conversion of Series A preferred shares to common stock, shares		43,305,496				(47,300)
Conversion of Series A preferred shares to common stock, amount	154,915	$ 45,306	108,891		718	$ (60,418)
Accrued dividends on Series A preferred stock	(14,124)				(14,124)	$ 14,124
Shares of common stock issued for conversion of convertible note, including fees, shares		38,964,105
Shares of common stock issued for conversion of convertible note, including fees, amount	360,600	$ 38,964	321,636
Net loss	(27,450)				(27,450)
Cashless exercise of warrant, shares		42,459,207
Cashless exercise of warrant, amount		$ 42,459	(42,459)
Increase in value of warrants	0
Issuance of common stock for commitment fee on equity line, shares		8,000,000
Issuance of common stock for commitment fee on equity line, amount		$ 8,000	(8,000)
Balance, shares at Sep. 30, 2020		1,144,394,069				205,700	1,000,000
Balance, amount at Sep. 30, 2020	(927,729)	$ 1,144,394	12,896,451		(14,969,574)	$ 35,439	$ 1,000
Balance, shares at Dec. 31, 2020		1,192,192,158				186,450	1,000,000
Balance, amount at Dec. 31, 2020	(923,017)	$ 1,192,192	13,068,978	0	(15,185,187)	$ 51,907	$ 1,000
Shares of Series A preferred stock for cash, net of costs and discounts, shares						139,700
Shares of Series A preferred stock for cash, net of costs and discounts, amount	(63,451)	0	0	0	(63,451)	$ 10,723	$ 0
Issuance of Series B preferred stock, shares							500,000
Issuance of Series B preferred stock, amount	278,447	$ 0	277,947	0	0	$ 0	$ 500
Conversion of Series A preferred shares to common stock, shares		14,181,071				(105,600)
Conversion of Series A preferred shares to common stock, amount	131,538	$ 14,181	173,634	0	(56,277)	$ (49,323)	0
Accrued dividends on Series A preferred stock	(21,733)	$ 0	0	0	(21,733)	21,733	0
Shares of common stock issued for cash, shares		21,776,961
Shares of common stock issued for cash, amount	56,555	$ 21,777	86,600	(51,822)	0	0	0
Shares of common stock issued for accrued expenses, shares		3,243,875
Shares of common stock issued for accrued expenses, amount	16,543	$ 3,244	13,299	0	0	0	0
Net loss	(352,548)	$ 0	0	0	(352,548)	$ 0	$ 0
Balance, shares at Mar. 31, 2021		1,231,394,065				220,550	1,500,000
Balance, amount at Mar. 31, 2021	(877,666)	$ 1,231,394	13,620,458	(51,822)	(15,679,196)	$ 35,040	$ 1,500
Balance, shares at Dec. 31, 2020		1,192,192,158				186,450	1,000,000
Balance, amount at Dec. 31, 2020	(923,017)	$ 1,192,192	13,068,978	0	(15,185,187)	$ 51,907	$ 1,000
Stock-based compensation	0
Net loss	(940,851)
Increase in value of warrants	0
Balance, shares at Sep. 30, 2021		1,393,091,199				296,725	1,500,000
Balance, amount at Sep. 30, 2021	(798,066)	$ 1,393,091	14,305,307	0	(16,497,964)	$ 127,381	$ 1,500
Balance, shares at Mar. 31, 2021		1,231,394,065				220,550	1,500,000
Balance, amount at Mar. 31, 2021	(877,666)	$ 1,231,394	13,620,458	(51,822)	(15,679,196)	$ 35,040	$ 1,500
Shares of Series A preferred stock for cash, net of costs and discounts, shares						178,475
Shares of Series A preferred stock for cash, net of costs and discounts, amount		$ 0	0	0	0	$ 87,342	0
Conversion of Series A preferred shares to common stock, shares		13,561,935				(80,850)
Conversion of Series A preferred shares to common stock, amount	91,761	$ 13,562	101,238	0	(23,039)	$ (57,812)	0
Accrued dividends on Series A preferred stock	(37,686)	$ 0	0	0	(37,686)	37,686	0
Shares of common stock issued for cash, shares		31,991,422
Shares of common stock issued for cash, amount	166,079	$ 31,991	134,088	0	0	0	0
Net loss	(325,937)	0	0	0	(325,937)	0	0
Collection of subscription receivable	51,822	$ 0	0	51,822	0	0	0
Conversion of debt to shares of common stock, shares		1,780,825
Conversion of debt to shares of common stock, amount	18,610	$ 1,781	16,829	0	0	0	0
Shares of common stock issued for compensation, shares		1,790,271
Shares of common stock issued for compensation, amount	12,928	$ 1,790	(11,138)	0	0	$ 0	$ 0
Balance, shares at Jun. 30, 2021		1,280,518,518				318,175	1,500,000
Balance, amount at Jun. 30, 2021	(900,089)	$ 1,280,518	13,883,751	0	(16,065,858)	$ 102,256	$ 1,500
Shares of Series A preferred stock for cash, net of costs and discounts, shares						118,250
Shares of Series A preferred stock for cash, net of costs and discounts, amount		$ 0	0	0	(9,103)	$ 4,186	0
Conversion of Series A preferred shares to common stock, shares		34,253,488				(139,700)
Conversion of Series A preferred shares to common stock, amount	140,511	$ 34,253	223,729	0	(117,471)	$ (22,228)	0
Accrued dividends on Series A preferred stock	(43,166)	0	0	0	(43,166)	43,166	0
Net loss	(262,366)	$ 0	0	0	(262,366)	0	0
Increase in value of warrants	0
Shares of common stock issued for compensation, shares		1,241,481
Shares of common stock issued for compensation, amount	6,450	$ 1,241	5,209	0	0	0	0
Shares of common stock issued for equity line commitment fee, shares		5,479,452
Shares of common stock issued for equity line commitment fee, amount	0	$ (5,479)	(5,479)	0	0	0	0
Cashless exercise of warrants, shares		498,260
Cashless exercise of warrants, amount	0	$ 498	(498)	0	0	0	0
Shares of common stock issued for cash, net of offering costs, shares		71,100,000
Shares of common stock issued for cash, net of offering costs, amount	269,697	$ 71,100	198,597	0	0	$ 0	$ 0
Balance, shares at Sep. 30, 2021		1,393,091,199				296,725	1,500,000
Balance, amount at Sep. 30, 2021	$ (798,066)	$ 1,393,091	$ 14,305,307	$ 0	$ (16,497,964)	$ 127,381	$ 1,500

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities
Net loss	$ (940,851)	$ (2,509,919)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures	103,035	119,897
Change in fair value of derivative liabilities	(156,503)	1,082,407
Interest charge for derivative liabilities in excess of face amount of debt	0	164,310
Loss on extinguishment of debt	0	303,100
Shares issued for services	0	0
Stock-based compensation	297,824	292,449
Changes in operating assets and liabilities:
Accounts and other receivables	(22,825)	17,236
Inventory	(28,770)	(7,329)
Prepaid and other assets	(5,722)	0
Accounts payable and accrued liabilities	(44,585)	50,155
Deferred revenue	11,835	(117,655)
Net Cash Used in Operating Activities	(786,562)	(605,349)
Cash Flows from Financing Activities
Repayment of notes payable and convertible debentures	(123,556)	(50,000)
Proceeds from issuance of common stock	544,154	151,250
Proceeds from notes payable and convertible debentures, net	0	298,449
Proceeds from issuance of preferred stock, net	396,749	229,570
Net Cash Provided by Financing Activities	817,347	629,269
Change in Cash	30,785	23,920
Cash, Beginning of Period	26,731	0
Cash, End of Period	57,516	23,920
Conversion of notes payable and accrued interest:
Fair value of common shares issued	18,610	1,894,562
Derecognition of notes payable and accrued interest	(9,616)	(372,454)
Derecognition of unamortized discount	0	229,322
Derecognition of derivative liabilities	(8,994)	(1,448,326)
Conversion of preferred stock
Fair value of common shares issued For	560,597	494,327
Derecognition of preferred stock	(293,057)	(272,221)
Conversion of preferred stock - Derecognition of unamortized discount	157,833	163,326
Conversion of preferred stock - Derecognition of derivative liabilities	(234,443)	(286,782)
Deemed dividend	(196,787)	(87,897)
Discount related to issuance of preferred stock	294,499	213,534
Deemed dividends on preferred stock (excluding conversions)	(89,144)	(262,901)
Increase in value of warrants	0	370,726
Conversion of accrued expenses with issuance of common stock	0	67,073
Reclassification of security deposit to accounts payable	0	4,013
Issuance of common shares for commitment fee on equity line	5,479	8,000
Discount for issuance of convertible debt	$ 0	$ 50,000

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2021
Organization and Description of Business
1. Organization and Description of Business	1. Organization and Description of Business IGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada. The Company’s principal business is the development and marketing of software services for the management and protection of commercial and consumer vehicle assets along with driving behavior and profile of these assets. The software services are delivered from AWS Cloud infrastructure over wireless networks and accessed from mobile or desktop devices. The software services are marketed to automotive dealers, financial institutions, governments, and direct-to-consumer markets through the Company’s commercial and consumer brands. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations, has negative operating cash flows since inception, has a working capital deficit of $919,041 and an accumulated deficit of $16,497,964 as of September 30, 2021, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully grow its operations organically or through acquisitions. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
2. Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation These condensed consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC which is formed in the USA. The condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited consolidated financial statements, and these unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include all assets, liabilities, revenues and expenses of the Company and its wholly-owned subsidiary. All material intercompany transactions and balances have been eliminated. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information required by U.S. GAAP has been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2021, or for any future period. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts was approximately $4,000 and $22,000, respectively. Inventory Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory impairment recorded as of September 30, 2021 and December 31, 2020. Equipment Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line Goodwill Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at September 30, 2021 and December 31, 2020, the carrying value for that reporting unit is negative. Impairment of Long-lived Assets The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. Financial Instruments In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 4 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash and cash equivalents is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. Revenue Recognition and Deferred Revenue We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contract with customers and are amortized using the same method and term as deferred revenues. As of September 30, 2021 and December 31, 2020, deferred revenues, net of contract assets totaled $150,647 and $138,812, respectively, and contract assets totaled $48,556 and $66,022, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the nine months ended September 30, 2021, the Company recorded additions to deferred revenues of $207,516 and recognized total revenues of $180,177 through the amortization of deferred revenues. During the nine months ended September 30, 2021, the Company recognized revenues of $118,048 related to deferred revenues outstanding as of December 31, 2020 as the services were performed. Financing Costs and Debt Discount Financing costs and debt discounts are recorded as reductions to the carrying value of notes payable and convertible debentures. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statement of operations. Income Taxes Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based Compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Loss Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of September 30, 2021 and 2020, the Company has 254,372,781 and 400,697,063 potentially dilutive shares outstanding, respectively. Recent Accounting Pronouncements 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)”

Convertible Debentures and Note

Convertible Debentures and Notes Payable	9 Months Ended
	Sep. 30, 2021
Convertible Debentures and Notes Payable
3. Convertible Debentures and Notes Payable	3. Convertible Debentures and Notes Payable On May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”) for a total principal amount of up to $150,000 with cash proceeds of up to $124,500, resulting in an original issue discount of up to $25,500. The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment. The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes. Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. During the quarter ended June 30, 2019, $10,000 was added to the principal balance for the first tranche. In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10 (for illustrative purposes, the first tranche face value is equal to $50,000, which resulted in the issuance of a warrant to purchase 250,000 shares of the Company’s common stock). Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. During the quarter ended June 30, 2019, the Company received $40,000 in net cash proceeds, after paying $1,500 of direct funding costs. The related principal amount due for the first tranche (“First Tranche”) was $50,000. For the first tranche, using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be $100,000 and recorded a related derivative liability. Related to the derivative liability, the bonus interest, and the direct financing costs, the Company recorded a full debt discount of $50,000 for the Promissory Note, which will be amortized to interest expense over the term of the Promissory Note using the effective interest method and an additional $50,000 directly to interest expense. On December 9, 2019, the Holder converted a portion of the Promissory Note into shares of common stock. The Holder received 300,000 shares of common stock for the conversion of principal, accrued interest, and fees totaling $7,165. During the quarter ended September 30, 2019, the Company received an aggregate of $213,250 in net cash proceeds, after paying $6,750 of direct funding costs, from three note holders under the same terms as the Promissory Note. The related principal amount due for the convertible debt instruments entered into during the quarter ended September 30, 2019 was $255,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion features to be approximately $354,000 and recorded the related derivative liabilities. Related to the derivative liabilities, the bonus interest, and the direct financing costs, the Company recorded full debt discounts totaling approximately $255,000 for the notes which will be amortized to interest expense over the term of the notes using the effective interest method and an additional approximately $106,000 directly to interest expense. As the Conversion Price fell below $0.025 per share, during the quarter ended September 30, 2019, $10,000 was added to the principal balance on one of the notes (per the terms of that note). Related to the notes issued during the quarter ended September 30, 2019, the Company issued warrants to purchase a total of 525,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. On October 1, 2019, the Company received $37,500 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $44,000. In connection with the note, the Company issued 100,000 shares of common stock, which were valued at the market price on the date of issuance of $0.05 per share. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $29,000 and recorded a related derivative liability. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $41,000 for the note, which will be amortized to interest expense over the term of the note using the effective interest method. On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. During the six months ended June 30, 2020, the holders of the convertible notes converted a total of $321,776 of principal, interest and fees for a total of 620,057,793 shares of common stock. Related to these conversions during the six months ended June 30, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $1,138,404 and a reduction of the debt discount of $199,710 as components of the gain on settlement of debt. During the six months ended June 30, 2020, the Company recorded $110,064 of interest expense related to the amortization of the debt discounts. During the three months ended March 31, 2020 the Company borrowed $50,000 from a shareholder under the terms of a note payable bearing interest of 8% per annum. The note was repaid with interest (totaling $922) during the three months ended March 31, 2020. During the nine months ended September 30, 2021, one note holder converted the remaining principal and interest to shares of common stock. $9,616 of principal and accrued interest were converted into 1,780,825 shares of common stock. On May 4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. As of September 30, 2021, the Company has applied for forgiveness but has not obtained forgiveness from the SBA. On July 7, 2020, the Company entered into a secured disaster loan with the SBA with a principal amount of $150,000. The SBA loan bears interest at 3.75% per annum and matures in July 2050. The Company is required to make monthly principal and interest payments of $731 beginning in July 2021. As of September 30, 2021 long-term debt matures as follows: Year Ending Notes Payable Convertible Notes Total 2021 (months remaining) $ 33,033 $ 27,261 $ 60,294 2022 34,058 82,484 116,542 2023 3,327 - 3,327 2024 3,454 - 3,454 2025 3,586 - 3,586 Thereafter 140,373 - 140,373 $ 216,275 $ 109,744 $ 327,575

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Liabilities
4. Derivative Liabilities	4. Derivative Liabilities During the nine months ended September 30, 2021 and during the year ended December 31, 2020, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 3). During the nine months ended September 30, 2021 and during year ended December 31, 2020, the Company also issued series A preferred stock with variable exercise prices based on market rates (see Note 6). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the nine months ended September 30, 2021, assuming no expected dividends: September 30, 2021 Expected volatility 135 - 275 % Risk free interest rate 0.05 – 0.15 % Expected life (in years) 0 - 1.50 The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of September 30, 2021. Level 3 Carrying Value as of September 30, 2021 Derivative liabilities: Embedded conversion feature - convertible debt $ 44,015 Embedded conversion feature - preferred stock 112,867 $ 156,882 The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs: For The Nine Months Ended September 30, 2021 Embedded Conversion Features - Convertible Debt Balances, as of the beginning of the year $ 97,024 Derivative liabilities recorded upon issuance of convertible debt - Derivative liabilities derecognized upon debt conversion (8,994 ) Net changes in fair value included in net loss (44,105 ) Ending balance $ 44,015 Embedded Conversion Features - Preferred Stock Balances, as of the beginning of the year $ 92,751 Derivative liabilities recorded upon issuance of preferred stock 367,053 Derivative liabilities derecognized upon preferred stock conversion (234,448 ) Net changes in fair value included in net loss (112,489 ) Ending balance $ 112,867 Total ending balance $ 156,882

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
5. Related Party Transactions	5. Related Party Transactions (a) During the nine months ended September 30, 2021 and 2020, the Company incurred approximately $110,000 and $106,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of September 30, 2021 and December 31, 2020, the Company owed approximately 9,000 and $9,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand. (b) During the nine months ended September 30, 2021 and 2020, the Company incurred approximately $9,000 and $28,000, respectively, in purchases of hardware from a vendor controlled by a director of the Company. As of September 30, 2021 and December 31, 2020, the amounts owed to this related-party vendor were approximately $21,000 and $12,000, respectively. (c) During the nine months ended September 30, 2021, the Company issued 3,243,785 shares of common stock for the conversion of approximately $17,000 of accrued expenses owed to the VP and General Manager. (d) During the nine months ended September 30, 2021 and 2020, the Company recorded approximately $10,000 and $5,000, respectively, to the VP and General Manager for rent and other office expenses. As of September 30, 2021 and December 31, 2020, the amounts owed to the VP and General Manager were approximately $2,000 and $0, respectively.

Redeemable Preferred Stock and

Redeemable Preferred Stock and Stockholders Deficit	9 Months Ended
	Sep. 30, 2021
Redeemable Preferred Stock and Stockholders Deficit
6. Redeemable Preferred Stock and Stockholders' Deficit	6. Redeemable Preferred Stock and Stockholders’ Deficit Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock and 2,000,000 of these shares as Series B Super Voting Preferred Stock. On February 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,850 shares for proceeds of $53,500. On March 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 80,850 shares for proceeds of $73,500. On April 5, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 58,850 shares for proceeds of $53,500. On April 30, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On June 17, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 60,500 shares for proceeds of $55,000. On August 11, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On September 13, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. Rights and Privileges of the Series A Preferred Stock ☐ Voting ☐ Dividends ☐ Redemption ☐ Mandatory Redemption ☐ Conversion ☐ Default Adjustments Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the nine months ended September 30, 2021, the Company issued 436,425 shares of series A preferred stock for proceeds of $396,750. Related to these issuances, the Company recorded derivative liabilities of $367,063 and discounts to the preferred stock of $294,499, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $72,554. During the nine months ended September 30, 2021, the holder of the series A preferred stock converted 326,150 shares of series A preferred stock and accrued dividends into 61,996,494 shares of common stock. Related to these conversions during the nine months ended September 30, 2021, the Company recorded a reduction of the associated derivative liability for the conversion features of $234,448 and a reduction of the preferred stock discount of $157,833 and $196,787 of deemed dividend. Rights and Privileges of the Series B Preferred Stock In February 2020 and in February 2021, the Company issued 1,000,000 and 500,000 shares, respectively of its Series B Super Voting Preferred Stock. Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share. The grant date fair value of the Series B preferred stock issued during the nine months ended September 30, 2021 and 2020 was $278,447 and $277,543, respectively and was recorded to stock-based compensation expense in the accompanying condensed consolidated statements of operations. Common Stock 2021 During the nine months ended September 30, 2021, the Company sold a total of 124,868,383 shares of common stock for proceeds of $544,154. During the nine months ended September 30, 2021, the Company issued a total of 6,275,537 shares of common stock for the conversion of $60,920 of accrued expenses owed to the VP and General Manager and another employee. During the nine months ended September 30, 2021, the Company issued 61,996,494 shares of common stock for the conversion of Series A preferred stock and accrued dividends. During the nine months ended September 30, 2021, the Company issued 1,780,825 shares of common stock for the conversion of debt and accrued interest. During the nine months ended September 30, 2021, the Company issued a total of 5,977,712 shares of common stock for the cashless exercise of a warrant and a commitment fee. 2020 During the nine months ended September 30, 2020, the Company sold a total of 26,750,000 shares of common stock for proceeds of $151,250. During the nine months ended September 30, 2020, the Company issued a total of 903,534,383 shares of common stock for the conversion of debt, accrued interest and fees, and the conversion of series A preferred stock and accrued dividends. During the nine months ended September 30, 2020, the Company issued 105,038,690 shares of common stock for the cashless exercise of warrants. During the nine months ended September 30, 2020, the Company issued 26,828,800 shares of common stock for the conversion of $67,072 of accrued expenses owed to the CEO and VP of Operations. On July 27, 2020, the Company entered into an Equity Purchase Agreement with an investor. Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s common stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value (as defined). During the nine months ended September 30, 2020, the Company issued 8,000,000 shares of common stock as a commitment fee on an equity line of credit with an investor, which was recorded as an offset to additional paid in capital in the accompanying condensed consolidated financial statements.

Share Purchase Warrants

Share Purchase Warrants	9 Months Ended
	Sep. 30, 2021
Share Purchase Warrants
7. Share Purchase Warrants	7. Share Purchase Warrants The following table summarizes the continuity schedule of the Company’s share purchase warrants: Number of warrants Weighted average exercise price Balance, December 31, 2020 166,517,918 - Issued - - Adjusted for triggered down-round provisions - - Exercised - - Expired - - Balance, September 30, 2021 166,517,918 $ - As of September 30, 2021, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918 During the year ended December 31, 2020, the Company recognized the triggering of the down-round provisions of certain warrants associated with the convertible debt instruments issued in 2019. As a result, the reset exercise price increased the number of warrant shares accordingly. As of December 31, 2020, the new exercise price for the warrants is $0.000245 per share. Per the relevant accounting guidance, the Company valued the warrants before and after each triggering event and recorded the total increase in value as a deemed dividend to the warrant holder with an offset to additional paid in capital. For the year ended December 31, 2020, the increase in value of the warrants due to the triggering events totaled $370,726 and was properly included in the Company’s earnings per share amounts on the accompanying statement of operations. On August 21, 2020, the Company modified 2,222,222 warrants held by two investors. Per the terms of the modifications, the Company reduced the exercise price from $0.23 to $0.03 and extended the term of the warrants to now expire on December 2, 2024. In accordance with relevant accounting guidance, the Company valued the warrants before and after modification. There was no change in valuation due to the modifications.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2021
Stock Options
8. Stock Options	8. Stock Options The following table summarizes the Company’s stock options: Number of options Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2020 3,250,000 $ 0.09 Granted - - Exercised - - Cancelled / forfeited (25,000 ) 0.16 Balance, September 30, 2021 3,250,000 $ 0.09 $ - Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 2.6 0.04 1,500,000 0.04 $ 0.08 250,000 1.0 0.08 250,000 0.08 $ 0.13 1,425,000 0.6 0.13 1,425,000 0.13 $ 0.16 50,000 0.0 0.16 50,000 0.16 3,250,000 1.8 $ 0.09 3,250,000 $ 0.09 During the nine months ended September 30, 2021, the Company did not issue any options to employees. During the nine months ended September 30, 2021 and 2020, the Company recorded $0 and $15,000, respectively, of stock-based compensation expense related to stock option grants. As of September 30, 2021, the Company had no unrecognized compensation expense.

Segments

Segments	9 Months Ended
	Sep. 30, 2021
9. Segments	9. Segments The Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information. Segmentation by geographical location is not presented as all revenues are earned in U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company.

Risk and Uncertainities

Risk and Uncertainities	9 Months Ended
	Sep. 30, 2021
Risk and Uncertainities
10. Risk and Uncertainities	10. Risks & Uncertainties The Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances. During the nine months ended September 30, 2021 and 2020, the Company had two and three customers which accounted for 67% and 60%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues. As of September 30, 2021 and December 31, 2020, the Company had two and three customers, respectively, which accounted for 99% and 99%, respectively, of the net accounts receivable balance.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
11. Commitments and Contingencies	11. Commitments and Contingencies Indemnities and Guarantees We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying condensed consolidated balance sheets. Legal Matters In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations. The Company filed a lawsuit against a former distributor for breach of contract resulting in losses to the Company, which were not considered material to the consolidated financial statements. The Company reached a settlement with the former distributor and defendant on May 21, 2021 for undisclosed terms.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
12. Subsequent Events	12. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Subsequent to September 30, 2021, the Company issued a total of 17,000,000 shares of common stock for cash proceeds of $75,480. Subsequent to September 30, 2021, the Company issued a total of 21,699,098 shares of common stock for the conversion of 82,975 shares of Series A preferred stock. Subsequent to September 30, 2021, the Company issued a total of 4,203,514 shares of common stock for services provided to a vendor and to the Company’s Rep Agent and VP of Business Development.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basic of Presentation and Consolidation	These condensed consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC which is formed in the USA. The condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited consolidated financial statements, and these unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include all assets, liabilities, revenues and expenses of the Company and its wholly-owned subsidiary. All material intercompany transactions and balances have been eliminated. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information required by U.S. GAAP has been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2021, or for any future period.
Use of Estimates	The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents	The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents.
Accounts Receivable	Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts was approximately $4,000 and $22,000, respectively.
Inventory	Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory impairment recorded as of September 30, 2021 and December 31, 2020.
Equipment	Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line
Goodwill	Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at September 30, 2021 and December 31, 2020, the carrying value for that reporting unit is negative.
Impairment of Long-lived Assets	The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs.
Financial Instruments	In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 4 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash and cash equivalents is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.
Revenue Recognition and Deferred Revenue	We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contract with customers and are amortized using the same method and term as deferred revenues. As of September 30, 2021 and December 31, 2020, deferred revenues, net of contract assets totaled $150,647 and $138,812, respectively, and contract assets totaled $48,556 and $66,022, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the nine months ended September 30, 2021, the Company recorded additions to deferred revenues of $207,516 and recognized total revenues of $180,177 through the amortization of deferred revenues. During the nine months ended September 30, 2021, the Company recognized revenues of $118,048 related to deferred revenues outstanding as of December 31, 2020 as the services were performed.
Financing Costs and Debt Discount	Financing costs and debt discounts are recorded as reductions to the carrying value of notes payable and convertible debentures. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statement of operations.
Income Taxes	Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Stock-based Compensation	The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur.
Derivative Financial Instruments	The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.
Loss Per Share	Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of September 30, 2021 and 2020, the Company has 254,372,781 and 400,697,063 potentially dilutive shares outstanding, respectively.
Recent Accounting Pronouncements	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)”

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of computing depreciation, method of depreciating equipment	Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line

Convertible Debentures and No_2

Convertible Debentures and Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2021
Convertible Debentures and Notes Payable
Schedule of long term debt	Year Ending Notes Payable Convertible Notes Total 2021 (months remaining) $ 33,033 $ 27,261 $ 60,294 2022 34,058 82,484 116,542 2023 3,327 - 3,327 2024 3,454 - 3,454 2025 3,586 - 3,586 Thereafter 140,373 - 140,373 $ 216,275 $ 109,744 $ 327,575

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2021
Derivative Liabilities (Tables)
Schedule of assumptions used fair value derivative liabilities	September 30, 2021 Expected volatility 135 - 275 % Risk free interest rate 0.05 – 0.15 % Expected life (in years) 0 - 1.50
Summary of fair value of derivative liabilities on a recurring basis	Level 3 Carrying Value as of September 30, 2021 Derivative liabilities: Embedded conversion feature - convertible debt $ 44,015 Embedded conversion feature - preferred stock 112,867 $ 156,882
Schedule of derivative liabilities measured at fair value	For The Nine Months Ended September 30, 2021 Embedded Conversion Features - Convertible Debt Balances, as of the beginning of the year $ 97,024 Derivative liabilities recorded upon issuance of convertible debt - Derivative liabilities derecognized upon debt conversion (8,994 ) Net changes in fair value included in net loss (44,105 ) Ending balance $ 44,015 Embedded Conversion Features - Preferred Stock Balances, as of the beginning of the year $ 92,751 Derivative liabilities recorded upon issuance of preferred stock 367,053 Derivative liabilities derecognized upon preferred stock conversion (234,448 ) Net changes in fair value included in net loss (112,489 ) Ending balance $ 112,867 Total ending balance $ 156,882

Share Purchase Warrants (Tables

Share Purchase Warrants (Tables)	9 Months Ended
	Sep. 30, 2021
Share Purchase Warrants
Schedule of share purchase warrants	Number of warrants Weighted average exercise price Balance, December 31, 2020 166,517,918 - Issued - - Adjusted for triggered down-round provisions - - Exercised - - Expired - - Balance, September 30, 2021 166,517,918 $ -
Schedule of share purchase warrants outstanding	Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2021
Stock Options
Schedule of Stock Options Roll Forward	Number of options Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2020 3,250,000 $ 0.09 Granted - - Exercised - - Cancelled / forfeited (25,000 ) 0.16 Balance, September 30, 2021 3,250,000 $ 0.09 $ -
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range	Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 2.6 0.04 1,500,000 0.04 $ 0.08 250,000 1.0 0.08 250,000 0.08 $ 0.13 1,425,000 0.6 0.13 1,425,000 0.13 $ 0.16 50,000 0.0 0.16 50,000 0.16 3,250,000 1.8 $ 0.09 3,250,000 $ 0.09

Organization and Description _2

Organization and Description of Business (Details Narrative) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Organization and Description of Business (Details Narrative)
Accumulated deficit	$ (16,497,964)	$ (15,185,187)
Working capital deficit	$ (919,041)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2021
Computer Equipment [Member]
Property, Plant and Equipment, Depreciation Methods	straight-line
Property, Plant and Equipment, Useful Life	3 years
Office Equipment [Member]
Property, Plant and Equipment, Depreciation Methods	straight-line
Property, Plant and Equipment, Useful Life	5 years
Software [Member]
Property, Plant and Equipment, Depreciation Methods	straight-line
Property, Plant and Equipment, Useful Life	3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
Additional deferred revenue	$ 207,516
Potentially dilutive shares outstanding	254,372,781		400,697,063
Revenues recognized	$ 180,177
Deferred revenue	150,647	$ 138,812
Allowance for doubtful accounts	4,000	22,000
Contract asset balance [Member]
Deferred revenue	48,556	$ 66,022
Deferred revenues outstanding [Member]
Revenues recognized	$ 118,048

Convertible Debentures and No_3

Convertible Debentures and Notes Payable (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Notes Payable	$ 33,033	$ 5,943
2023 [Member]
Convertible Notes	0
Notes Payable	3,327
Total	3,327
2024 [Member]
Convertible Notes	0
Notes Payable	3,454
Total	3,454
2025 [Member]
Convertible Notes	0
Notes Payable	0
Total	3,586
Thereafter [Member]
Notes Payable	140,373
Total	140,373
Total [Member]
Convertible Notes	109,744
Notes Payable	216,275
Total	327,575
2021 [Member]
Convertible Notes	27,261
Notes Payable	33,033
Total	60,294
2022 [Member]
Convertible Notes	82,484
Notes Payable	34,058
Total	$ 116,542

Convertible Debentures and No_4

Convertible Debentures and Notes Payable (Details Narrative) - USD ($)	Jul. 10, 2020	Jul. 07, 2020	May 04, 2020	Oct. 01, 2019	Jun. 19, 2020	Dec. 09, 2019	May 17, 2019	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2019	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Convertible notes													$ 321,776
Shares of common stock for conversion of convertible notes													620,057,793
Notes payable								$ 0						$ 0		$ 55,570
Interest expenses								5,244		$ 33,745				20,196	$ 231,188
Loss on settlement of debt								$ 0		$ (29,582)				$ 0	$ (303,100)
Convertible Notes [Member]
Interest expenses													$ 110,064
Changes in derivative liability													1,138,404
Loss on settlement of debt													$ 199,710
Promissory Note One [Member]
Proceeds from notes payable	$ 19,250			$ 37,500
Debt discount				41,000
Notes payable				44,000
Derivative liability, embedded conversion feature				$ 29,000
Debt conversion, converted instrument, shares issued				100,000
Conversion price				$ 0.05							$ 0.025
Promissory Note [Member]
Proceeds from notes payable					$ 19,250						$ 213,250	$ 40,000
Debt discount	25,000				25,000						255,000	50,000
Notes payable											255,000
Derivative liability, embedded conversion feature	61,000				142,000						354,000	10,000
Debt conversion, converted instrument, shares issued						300,000
Payment of funding cost											6,750	1,500
First tranche, principal amount	25,000				25,000							50,000
Interest expenses	$ 42,000				$ 122,000						106,000	50,000
Debt conversion, converted instrument, principal, accrued interest, and fees						$ 7,165					$ 10,000
Shareholder [Member]
Interest rate									8.00%
Proceeds from notes payable									$ 50,000
Repayment of notes payable									$ 922
Crown Bridge Partners, LLC [Member] | Convertible Promissory Note [Member]
Interest rate							7.00%
Debt maturity							The maturity date is 18 months from the effective date of each payment.
Proceeds from notes payable							$ 124,500					$ 10,000
Debt discount							25,500
Line of credit, maximum borrowing capacity							$ 150,000
SBA Loans [Member]
Interest rate		3.75%
Debt maturity		July 2050
Monthly principal and interest payments		$ 731
Proceeds from notes payable		$ 150,000
PPP Loan [Member]
Interest rate			1.00%
Debt maturity			matures on May 4, 2022
Proceeds from notes payable			$ 59,949
Adjustment [Member]
Issuance of warrants to purchase common stock											525,000
Exercise price											$ 0.10
Common Stock Purchase Warrant Agreement [Member]
Issuance of warrants to purchase common stock							250,000
Exercise price							$ 0.10
Securities Purchase Agreement [Member] | Holder [Member]
Issuance of warrants to purchase common stock											250,000
Exercise price											$ 0.10
First tranche face value											$ 50,000

Derivative Liabilities (Details

Derivative Liabilities (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2021
Minimum [Member]
Expected volatility	135.00%
Risk free interest rate	0.05%
Expected life (in years)	0 years
Maximum [Member]
Expected volatility	275.00%
Risk free interest rate	0.15%
Expected life (in years)	1 year 6 months

Derivative Liabilities (Detai_2

Derivative Liabilities (Details 1) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Derivative liabilities
Embedded conversion feature - convertible debt	$ 44,015
Embedded conversion feature - preferred stock	112,867
Derivative liabilities	$ 156,882	$ 189,775

Derivative Liabilities (Detai_3

Derivative Liabilities (Details 2)	9 Months Ended
	Sep. 30, 2021USD ($)
Embedded Conversion Features - Debt Instrument
Balances, as of the beginning of the year	$ 97,024
Derivative liabilities recorded upon issuance of Convertible debt	0
Derivative liabilities derecognized upon debt conversion	(8,994)
Net changes in fair value included in net loss	(44,105)
Ending balance	44,015
Embedded Conversion Features - Preferred Stock
Balances, as of the beginning of the year	92,751
Derivative liabilities recorded upon issuance of preferred stock	367,053
Derivative liabilities derecognized upon preferred stock conversion	(234,448)
Net changes in fair value included in net loss	(112,489)
Ending balance	112,867
Total ending balance	$ 156,882

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Officer [Member]
Management and consulting fees	$ 110,000	$ 106,000
Director [Member]
Due to Related Parties	9,000		$ 9,000
Vendor [Member]
Due to Related Parties	21,000		12,000
Purchase of hardware	$ 9,000	28,000
VP and General Manager [Member]
Debt conversion, converted instrument, shares issued	3,243,785
Debt conversion, converted instrument, accrued interest	$ 17,000
Rent and other office expenses	10,000	$ 5,000
Amount owed	$ 2,000		$ 0

Redeemable Preferred Stock an_2

Redeemable Preferred Stock and Stockholders Deficit (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 28, 2021	Sep. 30, 2021	Sep. 30, 2020	Mar. 31, 2020	Feb. 29, 2020
Preferred stock, par value		$ 0.001		$ 0.001
Common stock shares issued upon cashless exercise of a warrant		5,977,712
Shares of common stock cashless exercise of warrants			105,038,690
Common stock shares issued upon conversion of preferred stock and accrued dividend		61,996,494	903,534,383
Preferred stock shares authorized		124,868,383		26,750,000
Common stock of shares conversion		1,780,825	26,828,800
Accrued expenses		$ 16,543	$ 67,072
Common stock purchase to agreement			$ 2,500,000
Discount rate			20.00%
Share issued as a commitment fee on an equity line of credit with an investor			8,000,000
Description purchase put shares			not less than $5,000 and not more than $175,000 or 200% of the average daily trading value
Proceeds from issuance of stock		544,154	$ 151,250
Deemed dividend		$ (196,787)	(87,897)
Series A Preferred Stock [Member]
Preferred stock shares authorized		1,000,000
Common stock shares issued in connection with convertible debt/equity		1,250,000
Series B Super Voting Preferred Stock, shares		2,000,000
Preferred stock shares converted		21,699,098
Common Shares [Member]
Proceeds from issuance of stock		$ 60,920
Shares issued for cash, shares		6,275,537
Series A Convertible Preferred Stock [Member] | Holder [Member]
Common stock shares issued upon conversion of preferred stock and accrued dividend		61,996,494
Preferred stock shares converted		326,150
Changes in derivative liability		$ 234,448
Deemed dividend		196,787
Reduction of debt discount		157,833
Series B Super Voting Preferred Stock [Member]
Preferred stock shares authorized	500,000				10,000,000
Voting right	stock has voting rights equal to 500 shares of common stock
Stock based compensation expense		278,447	$ 277,543
Repurchase share price	$ 0.001
Equity Purchase Agreements [Member]
Common Stock, Shares Issued During Period, Value, amount		$ 51,723
Common Stock, Shares Issued During Period, Shares		18,053,645
Rights and Privileges of the Series A Preferred Stock [Member]
Voting right		Stock holders have no voting rights
Dividend, percentage		8.00%
Redemption		270 days
Mandatory Redemption, description		18 months after the Issuance Date
Stock conversion, description		At any time after 6 months following the Issuance Date
Series A Preferred Stock Purchase Agreements [Member] | Investor [Member]
Proceeds from issuance of stock		$ 396,750
Shares issued for cash, shares		436,425
Deemed dividend		$ 72,554
Reduction of debt discount		294,499
Derivative liabilities		$ 367,063
February 1 2021 [Member]
Shares issued, shares		58,850
Proceeds amount		$ 53,500
April 5 2021 [Member]
Shares issued, shares		58,850
Proceeds amount		$ 53,500
April 30 2021 [Member]
Shares issued, shares		59,125
Proceeds amount		$ 53,750
June 17 2021 [Member]
Shares issued, shares		60,500
Proceeds amount		$ 55,000
August 11, 2021 [Member]
Shares issued, shares		59,125
Proceeds amount		$ 53,750
September 13, 2021 [Member]
Shares issued, shares		59,125
Proceeds amount		$ 53,750
March 1 2021 [Member]
Shares issued, shares		80,850
Proceeds amount		$ 73,500

Share Purchase Warrants (Detail

Share Purchase Warrants (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Number of warrants, beginning balance | shares	166,517,918
Number of warrants, issued | shares	0
Number of warrants, Adjusted for triggered down-round provisions | shares	0
Number of warrants, exercised | shares	0
Number of warrants, expired | shares	0
Number of warrants, ending balance | shares	166,517,918
Weighted average exercise price, beginning balance | $ / shares	$ 0
Weighted average exercise price, issued | $ / shares	0
Weighted average exercise price, adjusted for triggered down-round provisions | $ / shares	0
Weighted average exercise price, exercised | $ / shares	0
Weighted average exercise price, expired | $ / shares	0
Weighted average exercise price, ending balance | $ / shares	$ 0

Share Purchase Warrants (Deta_2

Share Purchase Warrants (Details 1)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Number of warrants outstanding	166,517,918
Warrants At 0.03 [Member]
Number of warrants outstanding	2,222,222
Exercise price (in Dollars per share) | $ / shares	$ 0.03
Expiry date	December 2, 2024
Warrants At 0.00 [Member]
Number of warrants outstanding	163,265,304
Exercise price (in Dollars per share) | $ / shares	$ 0
Expiry date	September 23, 2024
Warrants At 0.15 [Member]
Number of warrants outstanding	980,392
Exercise price (in Dollars per share) | $ / shares	$ 0.15
Expiry date	December 2, 2021
Warrants At 0.20 [Member]
Number of warrants outstanding	50,000
Exercise price (in Dollars per share) | $ / shares	$ 0.20
Expiry date	January 2, 2022

Share Purchase Warrants (Deta_3

Share Purchase Warrants (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Aug. 21, 2020
Share Purchase Warrants
Revised exercise price of warrants					$ 0.000245	$ 0.03
Revised numbers of warrants						2,222,222
Increase in value of warrants	$ 0	$ 0	$ 0	$ 370,726	$ 370,726

Stock Options (Details)

Stock Options (Details) - Stock Option [Member]	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Number of warrants, beginning balance | shares	3,250,000
Number of shares, granted | shares	0
Number of shares, exercised | shares	0
Number of shares, cancelled / forfeited | shares	0
Number of warrants, ending balance | shares	3,250,000
Weighted average exercise price, beginning balance | $ / shares	$ 0.09
Weighted average exercise price, granted | $ / shares	0
Weighted average exercise price, exercised | $ / shares	0
Weighted average exercise price Cancelled / forfeited | $ / shares	0.16
Weighted average exercise price, ending balance | $ / shares	$ 0.09
Aggregate intrinsic value | $	$ 0

Stock Options (Details 1)

Stock Options (Details 1) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stock Option [Member]
Options Outstanding, Number of shares (in Shares)	3,250,000	3,250,000
Options Outstanding, Weighted average remaining contractual life	1 year 9 months 18 days
Options Outstanding, Weighted average exercise price	$ 0.09
Options Exercisable, Number of shares (in Shares)	3,250,000
Options Exercisable, Weighted average exercise price	$ 0.09
Options 01 [Member]
Range of exercise prices	$ 0.04
Options Outstanding, Number of shares (in Shares)	1,500,000
Options Outstanding, Weighted average remaining contractual life	2 years 7 months 6 days
Options Outstanding, Weighted average exercise price	$ 0.04
Options Exercisable, Number of shares (in Shares)	1,500,000
Options Exercisable, Weighted average exercise price	$ 0.04
Options 02 [Member]
Range of exercise prices	$ 0.08
Options Outstanding, Number of shares (in Shares)	250,000
Options Outstanding, Weighted average remaining contractual life	1 year
Options Outstanding, Weighted average exercise price	$ 0.08
Options Exercisable, Number of shares (in Shares)	250,000
Options Exercisable, Weighted average exercise price	$ 0.08
Options 03 [Member]
Range of exercise prices	$ 0.13
Options Outstanding, Number of shares (in Shares)	1,425,000
Options Outstanding, Weighted average remaining contractual life	7 months 6 days
Options Outstanding, Weighted average exercise price	$ 0.13
Options Exercisable, Number of shares (in Shares)	1,425,000
Options Exercisable, Weighted average exercise price	$ 0.13
Options 04 [Member]
Range of exercise prices	$ 0.16
Options Outstanding, Number of shares (in Shares)	50,000
Options Outstanding, Weighted average remaining contractual life	0 years
Options Outstanding, Weighted average exercise price	$ 0.16
Options Exercisable, Number of shares (in Shares)	50,000
Options Exercisable, Weighted average exercise price	$ 0.16

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Organization and Description of Business (Details Narrative)
Stock-based compensation	$ 14,906	$ 0	$ 15,000

Risks Uncertainties (Details Na

Risks Uncertainties (Details Narrative) - Customer Concentration Risk	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Sales Revenue, Net [Member]
Concentration Risk, Percentage	67.00%	60.00%
Accounts Receivable [Member]
Concentration Risk, Percentage	99.00%	99.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	9 Months Ended
	Sep. 30, 2021USD ($)
Commitments and Contingencies
Loss on breach of contract	$ 1,000,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Common stock, shares issued	17,000,000
Common stock, shares issued, value | $	$ 75,480
Series A Preferred Stock [Member]
Convertible preferred stock, converted	82,795
Common stock shares issued upon conversion of debt	21,699,098
Vendor and Rep Agent and VP [Member]
Common stock shares issued for services	4,203,514