Digital Locations (DLOC) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Cover [Abstract]
Entity Registrant Name	DIGITAL LOCATIONS, INC.
Entity Central Index Key	0001407878
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	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		354,807,806
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54817
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-5451302
Entity Address Address Line 1	3700 State Street
Entity Address City Or Town	Santa Barbara
Entity Address Address Line 2	Suite 350
Entity Address State Or Province	CA
Entity Address Postal Zip Code	93105
City Area Code	805
Local Phone Number	456-7000
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 71,910	$ 68,366
Total Current Assets	71,910	68,366
Other Assets:
Deposits	500	0
Intangible Assets, Net	7,500	8,000
Total Assets	79,910	76,366
Current Liabilities:
Accounts Payable	140,232	127,067
Accounts Payable - Related Party	20,000	30,000
Accrued Expenses And Other Current Liabilities	3,915	4,275
Accrued Interest, Notes Payable	61,942	57,958
Derivative Liabilities	5,018,587	5,925,214
Convertible Notes Payable, In Default	49,895	69,895
Convertible Notes Payable - Related Parties ($25,980 In Default)	58,600	58,600
Convertible Notes Payable, Net Of Discount Of $139,443 And $155,991, At March 31, 2022 And December 31, 2021, Respectively	74,307	62,759
Total Current Liabilities	5,427,478	6,335,768
Long-term Liabilities - Convertible Notes Payable, Net Of Discount Of $751,369 And $800,657, At March 31, 2022 And December 31, 2021, Respectively	248,631	199,343
Total Liabilities	5,676,109	6,535,111
Stockholders' Deficit:
Common Stock, $0.001 Par Value; 2,000,000,000 Shares Authorized, 328,057,806 And 276,383,093 Shares Issued And Outstanding At March 31, 2022 And December 31, 2021, Respectively	328,058	276,383
Additional Paid-in Capital	39,753,205	39,412,236
Accumulated Deficit	(50,761,562)	(51,133,564)
Total Stockholders' Deficit	(10,680,299)	(11,444,945)
Total Liabilities, Mezzanine And Stockholders' Deficit	79,910	76,366
Series B Preferred Stock [Member]
Current Liabilities:
Preferred Stock, $0.001 Par Value; Stated Value $100; 20,000,000 Shares Authorized:	1,424,100	1,446,200
Series E Preferred Stock [Member]
Current Liabilities:
Preferred Stock, $0.001 Par Value; Stated Value $100; 20,000,000 Shares Authorized:	$ 3,660,000	$ 3,540,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Convertible Notes Payable - Related Parties - In Default	$ 25,980	$ 25,980
Convertible Notes Payable, Net Of Discount	139,443	155,991
Long-term Liabilities - Convertible Notes Payable, Net Of Discount	$ 751,369	$ 800,657
Common Stock, Shares Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000
Common Stock, Shares Issued	328,057,806	276,383,093
Common Stock, Shares Outstanding	328,057,806	276,383,093
Preferred Stock, Shares Par Value	$ 0.001	$ 0.001
Preferred Stock Stated Value	$ 100	$ 100
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Series B Preferred Stock [Member]
Preferred Stock Shares Issued	14,241	14,462
Preferred Stock Shares Outstanding	14,241	14,462
Series E, Preferred Stock [Member]
Preferred Stock Shares Issued	36,600	35,400
Preferred Stock Shares Outstanding	36,600	35,400

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Condensed Consolidated Statements of Operations (Unaudited)
Revenues	$ 5,854	$ 6,338
Operating Expenses:
General And Administrative	936,091	734,948
Depreciation And Amortization	500	500
Total Operating Expenses	936,591	735,448
Loss From Operations	(930,737)	(729,110)
Other Income (expense):
Interest Expense	(150,794)	(163,460)
Gain (loss) On Change In Derivative Liabilities	1,453,533	(9,315,343)
Total Other Income (expense)	1,302,739	(9,478,803)
Income (loss) Before Income Taxes	372,002	(10,207,913)
Net Income (loss)	$ 372,002	$ (10,207,913)
Weighted Average Number Of Common Shares Outstanding:
Basic	302,315,155	156,174,027
Diluted	3,852,471,062	156,174,027
Net Income (loss) Per Common Share:
Basic	$ 0	$ (0.07)
Diluted	$ 0	$ (0.07)

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders Deficit (Unaudited) - USD ($)	Total	Series E, Preferred Stock	Series B, Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, Shares at Dec. 31, 2020			15,055	133,337,561
Balance, Amount at Dec. 31, 2020	$ (16,441,991)		$ 1,505,500	$ 133,338	$ 21,437,708	$ (38,013,037)
Issuance Of Common Stock For Conversion Of Notes Payable And Accrued Interest Payable, Shares				34,276,001
Issuance Of Common Stock For Conversion Of Notes Payable And Accrued Interest Payable, Amount	113,401		0	$ 34,276	79,125	0
Issuance Of Consultant Stock Options	(998,134)		0	0	(998,134)	0
Vesting Of Consultant Stock Options	450,758		0	$ 0	450,758	0
Settlement Of Derivative Liabilities	149,700		$ 0		149,700
Net Loss	(10,207,913)					(10,207,913)
Issuance Of Common Stock For Services, Amount	0
Balance, Shares at Mar. 31, 2021			15,055	167,613,562
Balance, Amount at Mar. 31, 2021	(26,934,179)		$ 1,505,500	$ 167,614	21,119,157	(48,220,950)
Balance, Shares at Dec. 31, 2020			15,055	133,337,561
Balance, Amount at Dec. 31, 2020	(16,441,991)		$ 1,505,500	$ 133,338	21,437,708	(38,013,037)
Balance, Shares at Dec. 31, 2021		35,400	14,462	276,383,093
Balance, Amount at Dec. 31, 2021	(11,444,945)	$ 3,540,000	$ 1,446,200	$ 276,383	39,412,236	(51,133,564)
Issuance Of Common Stock For Conversion Of Notes Payable And Accrued Interest Payable, Shares				32,941,380
Issuance Of Common Stock For Conversion Of Notes Payable And Accrued Interest Payable, Amount	92,750	0	0	$ 32,941	59,809	0
Issuance Of Consultant Stock Options	(545,462)	0	0	0	(545,462)	0
Vesting Of Consultant Stock Options	736,915	0	0	0	736,915	0
Settlement Of Derivative Liabilities	66,341	0	0	0	66,341	0
Net Loss	372,002	0	$ 0	$ 0	0	372,002
Issuance Of Common Stock For Conversion Of Series B Preferred Stock, Shares			(221)	14,733,333
Issuance Of Common Stock For Conversion Of Series B Preferred Stock, Amount	22,100	0	$ (22,100)	$ 14,734	7,366	0
Issuance Of Common Stock For Services, Shares				4,000,000
Issuance Of Common Stock For Services, Amount	20,000	$ 0	0	$ 4,000	16,000	0
Purchase Of Series E Preferred Stock For Cash, Shares		1,200
Purchase Of Series E Preferred Stock For Cash, Amount	0	$ 120,000	$ 0	$ 0	0	0
Balance, Shares at Mar. 31, 2022		36,600	14,241	328,057,806
Balance, Amount at Mar. 31, 2022	$ (10,680,299)	$ 3,660,000	$ 1,424,100	$ 328,058	$ 39,753,205	$ (50,761,562)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities:
Net Income (loss)	$ 372,002	$ (10,207,913)
Adjustments To Reconcile Net Income (loss) To Net Cash Used In Operating Activities:
Depreciation And Amortization	500	500
Amortization Of Debt Discount To Interest Expense	141,121	93,878
(gain) Loss On Change In Derivative Liabilities	(1,453,533)	9,315,343
Stock Option Compensation	736,915	450,758
Common Stock Issued For Services	20,000	0
Changes In Assets And Liabilities:
Increase In Accounts Receivable	0	(1,601)
Accounts Payable	13,165	85,265
Accounts Payable - Related Party	(10,000)	(9,900)
Accrued Expenses	(360)	4,613
Accrued Interest, Notes Payable	9,234	69,582
Net Cash Used In Operating Activities	(170,956)	(199,475)
Cash Flows From Investing Activities:
Increase In Deposits	(500)	0
Cash Paid In Business Acquisition	0	(10,000)
Net Cash Used In Investing Activities	(500)	(10,000)
Cash Flows From Financing Activities:
Proceeds From Convertible Notes Payable	75,000	272,000
Proceeds From The Issuance Of Series E Preferred Stock	120,000	0
Repayment Of Convertible Notes Payable	(20,000)	0
Net Cash Provided By Financing Activities	175,000	272,000
Net Increase In Cash	3,544	62,525
Cash, Beginning Of Period	68,366	18,605
Cash, End Of Period	71,910	81,130
Supplemental Disclosure:
Cash Paid For Income Taxes	0	0
Cash Paid For Interest	439	0
Non-cash Financing And Investing Activities:
Debt Discount For Derivative Liabilities	613,247	272,000
Common Shares Issued In Conversion Of Debt	92,750	113,401
Common Shares Issued In Conversion Of Series B Preferred Stock	22,100
Derivative Liability For Consultant Stock Options	545,462	998,134
Settlement Of Derivative Liabilities	66,341	149,700
Long-term Convertible Notes Payable Issued In Asset Purchase Agreement	$ 0	$ 1,000,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2022
ORGANIZATION AND BASIS OF PRESENTATION
1. Organization And Basis Of Presentation	1. ORGANIZATION AND BASIS OF PRESENTATION Organization Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on November 14, 2017, the Company changed its name to Digital Locations, Inc. As further discussed in Note 3, on January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”) and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the Company (“SCS”) entered into an asset purchase agreement (“APA”) to acquire SCS LLC’s wireless communications marketing and database services business. SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information refer to the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2021. Going Concern The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As of March 31, 2022, our current liabilities exceeded our current and total assets by $5,355,568 and we had an accumulated deficit of $50,761,562. The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time. The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. The Company has obtained operating funds primarily from the issuance of convertible debt. Management believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due. There can be no assurance, however, that the Company will be successful in accomplishing its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. Summary Of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies of the Company are disclosed in Note 2 to the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2022. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. Consolidation The accompanying consolidated financial statements include the accounts of the Company and, effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Intangible Assets The identifiable intangible assets acquired in the APA are amortized using the straight-line method over an estimated life of 5 years. Derivative Liabilities We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2022 and December 31, 2021, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows as of March 31, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 March 31, 2022: Derivative liabilities $ 5,018,587 $ - $ - $ 5,018,587 Total liabilities measured at fair value $ 5,018,587 $ - $ - $ 5,018,587 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 During the three months ended March 31, 2022, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Stock Options Total Derivative liabilities at December 31, 2021 $ 1,512,336 $ 4,412,878 $ 5,925,214 Addition to liabilities for new debt/shares issued 67,785 545,462 613,247 Elimination of liabilities in debt conversions (66,341 ) - (66,341 ) Change in fair value (188,365 ) (1,265,168 ) (1,453,533 ) Derivative liabilities at March 31, 2022 $ 1,325,415 $ 3,693,172 $ 5,018,787 Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. Concentrations of Credit Risk, Major Customers, and Major Vendors During the three months ended March 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three months ended March 31, 2022 and 2021, the Company had one landlord receiving all Company payments for lease of billboard site locations. Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: Three Months Ended March 31, 2022 2021 Basic weighted average number of shares 302,315,155 156,174,027 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,440,000,000 - Convertible notes payable 160,755,907 - Diluted weighted average number of shares 3,852,471,062 156,174,027 For the three months ended March 31, 2021, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the three months ended March 31, 2022 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods.

BUSINESS ACQUISITION

BUSINESS ACQUISITION	3 Months Ended
	Mar. 31, 2022
BUSINESS ACQUISITION
3. Business Acquisition	NOTE 3 – BUSINESS ACQUISITION On January 7, 2021, the Company, SCS LLC, and SCS entered into the APA to acquire substantially all of the assets of SCS LLC’s wireless communications marketing and database services business in consideration for a total purchase price of $10,000 in cash and a 5-year convertible promissory note in the amount of $1,000,000 made in favor of SCS or its assignees (the “Note”). SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. The business acquisition has been recorded as a purchase. Pursuant to the APA, SCS LLC instructed the Company to assign $500,000 of principal amount of the Note to each of SCS LLC’s two members (the “Assigned Notes”). At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding The business acquisition closed on January 7, 2021. Based on the report of an independent valuation firm, the notes payable were discounted to $0 and a derivative liability of $2,096,089 was calculated for the conversion feature of the notes. The total value of the consideration paid of $2,106,089, including cash paid of $10,000, was allocated to the following assets based on the report: Identifiable intangible assets: IP technology $ 4,000 Customer base 6,000 Total identifiable intangible assets 10,000 Goodwill 2,096,089 Total $ 2,106,089 During the three months ended March 31, 2022 and 2021, consolidated revenues were comprised of revenues from SCS. The excess of the total purchase price paid over the value assigned to the identifiable intangible assets acquired in the APA was recorded as goodwill. The goodwill was not amortized but evaluated periodically for impairment. Management of the Company determined that, as of December 31, 2021, it was more likely than not that the recorded amount of goodwill of $2,096,089 would not be recovered; therefore, an impairment of assets expense for this amount was recorded in the statement of operations for the year ended December 31, 2021.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
CONVERTIBLE NOTES PAYABLE
4. Convertible Notes Payable	4. CONVERTIBLE NOTES PAYABLE Convertible Promissory Note – $29,500 in Default On March 14, 2013, we entered into an agreement to issue a 5% convertible promissory note in the principal amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $29,500 as of March 31, 2022 and December 31, 2021 matured on March 14, 2015, and is currently in default. August 29, 2019 Convertible Promissory Note – $25,000 in Default Effective August 29, 2019, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $25,000. The note matured on August 29, 2020. The Company received proceeds of $22,000 after an original issue discount of $1,500 and payment of $1,500 in legal fees. The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense and the note had a principal balance of $395 as of March 31, 2022 and December 31, 2021, which amount is in default. Subsequent to March 31, 2022, the note was paid in full pursuant to a settlement with the lender. July 8, 2020 Convertible Promissory Note – $40,000 in Default Effective July 8, 2020, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $40,000. The note matured on July 8, 2021. The Company received proceeds of $35,000 after an original issue discount of $2,200 and payment of $2,800 in legal fees. The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment. We recorded a debt discount of $40,000 related to the conversion feature of the note, along with a derivative liability at inception. Pursuant to an agreement with the lender, the Company agreed to extinguish the debt with four payments of $10,000, two of which were made during the three months ended March 31, 2022. The debt discount has been fully amortized to interest expense and the note had a principal balance of $20,000 and $40,000 as of March 31, 2022 and December 31, 2021, respectively. Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5% convertible promissory notes to two employees in exchange for services rendered in the aggregate amount of $58,600. The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $25,980 as of March 31, 2022 and December 31, 2021 matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $32,620 as of March 31, 2022 and December 31, 2021 has been extended to December 31, 2022. July 12, 2021 Convertible Promissory Note – $43,750 Effective July 12, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of July 12, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $41,798 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $22,101 and the debt discount has been fully amortized. During the three months ended March 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. August 31, 2021 Convertible Promissory Note – $43,750 Effective August 31, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of August 31, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $41,559 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $27,668 and the debt discount has been fully amortized. During the three months ended March 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. October 7, 2021 Convertible Promissory Note – $43,750 Effective October 7, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of October 7, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $42,293 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $10,428, resulting in a remaining debt discount of $22,016 as of March 31, 2022. The note had a principal balance of $43,750 as of March 31, 2022 and December 31, 2021. November 8, 2021 Convertible Promissory Note – $43,750 Effective November 8, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of November 8, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $42,123 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $10,386, resulting in a remaining debt discount of $25,620 as of March 31, 2022. The note had a principal balance of $43,750 as of March 31, 2022 and December 31, 2021. December 14, 2021 Convertible Promissory Note – $43,750 Effective December 14, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of December 14, 2022. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $39,616 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $9,768, resulting in a remaining debt discount of $28,003 as of March 31, 2022. The note had a principal balance of $43,750 as of March 31, 2022 and December 31, 2021. January 6, 2022 Convertible Promissory Note – $38,750 Effective January 6, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $38,750 with a maturity date of January 6, 2023. The Company received net proceeds of $35,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $35,771 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $8,232, resulting in a remaining debt discount of $27,539 as of March 31, 2022. The note had a principal balance of $38,750 as of March 31, 2022 and December 31, 2021. March 1, 2022 Convertible Promissory Note – $43,750 Effective March 1, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of March 1, 2023. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $39,514 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2022, amortization of debt discount was recorded to interest expense in the amount of $3,248, resulting in a remaining debt discount of $36,266 as of March 31, 2022. The note had a principal balance of $43,750 as of March 31, 2022 and December 31, 2021. Total accrued interest payable on notes payable was $61,942 and $57,958 as of March 31, 2022 and December 31, 2021, respectively.

LONGTERM CONVERTIBLE NOTES PAYA

LONGTERM CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
LONGTERM CONVERTIBLE NOTES PAYABLE
5. Long-term Convertible Notes Payable	5. LONG-TERM CONVERTIBLE NOTES PAYABLE As discussed in Note 3, on January 7, 2021, the Company issued two long-term convertible notes payable each in the principal amount of $500,000 in conjunction with the business acquisition of SCS LLC. The Assigned Notes bear interest at an annual rate of 0.39% and mature January 7, 2026. The Assigned Notes were discounted to a principal balance of $0 and a debt discount of $1,000,000 was recorded at inception. Amortization of the discount to interest expense was $49,288 during the three months ended March 31, 2022, resulting in a debt discount of $751,369 as of March 31, 2022. At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding

MEZZANINE

MEZZANINE	3 Months Ended
	Mar. 31, 2022
MEZZANINE
6. Mezzanine	6. MEZZANINE Series B Preferred Stock On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share. The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of $100, and effective April 2, 2021, is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.0015 per share. The terms of the Series B Preferred Stock were amended effective March 31, 2021 to change the conversion price from a defined variable price to a fixed conversion price of $0.0015 per share. During the year ended December 31, 2021, the holder converted a total of 593 shares of Series B Preferred Stock valued at $59,300 into 39,533,334 shares of the Company’s common stock. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the Series B Preferred Stock. During the three months ended March 31, 2022, the holder converted a total of 221 shares of Series B Preferred Stock valued at $22,100 into 14,733,333 shares of the Company’s common stock. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the Series B Preferred Stock. As of March 31, 2022 and December 31, 2021, the Company had 14,241 and 14,462 shares of Series B Preferred Stock outstanding, respectively, and recorded as mezzanine at face value of $1,424,100 and $1,446,200, respectively, due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. These shares were originally issued in March 2016 for the redemption and cancellation of convertible promissory notes and accrued interest payable. The holders of outstanding shares of the Series B Preferred Stock (the “Series B Holders”) are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock. Series E Preferred Stock Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 shares of its authorized preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock have a par value of $0.001 per share and a stated face value of $100 per share. Holders of the Series E Preferred Stock have the right, at any time, to convert shares of Series E Preferred Stock into shares of Common Stock at a conversion price of $0.0015 per share. On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 shares of the Company’s Series E Preferred Stock (the “Shares”) at a purchase price of $100 per share. In accordance with the SPA, Investor paid for 34,900 Shares by surrendering to the Company for cancellation, $2,617,690 of principal, $826,566 of accrued interest, and $45,740 in fees through April 2, 2021 under various 10% convertible notes held by Investor. The Series E Preferred Stock was valued by an independent valuation firm at $23,393,601 and the Company recognized a loss on debt extinguishment of $16,490,508 and settled derivative liabilities totaling $3,413,097. As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per Share at any time until April 2, 2031. In September 2021, the Investor purchased 500 additional shares of Series E Preferred Stock for cash of $50,000, the stated value of the shares. As of December 31, 2021, the Company had 35,400 shares of Series E Preferred Stock outstanding recorded as mezzanine at face value of $3,540,000 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. During the three months ended March 31, 2022, the Investor purchased a total of 1,200 additional shares of Series E Preferred Stock for cash of $120,000, the stated valued of the shares. As of March 31, 2022, the Company had 36,600 shares of Series E Preferred Stock outstanding recorded as mezzanine at face value of $3,660,000 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. The holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Shares and common stock, on an as-if-converted basis with respect to the Shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such Share (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, after the payment of any distributions that may be required with respect to the Company’s Series B Preferred Stock, but before any payment is made or any assets distributed to the holders of common stock. After such payment, the remaining assets of the Company will be distributed to the holders of common stock. If the assets to be distributed to holders of the Shares are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder. Each Share of Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of common stock of the Company at a fixed conversion price of $0.0015 per share. In no event will holders of Shares be entitled to convert any Shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock. The limitations on conversion may be waived by the Holder upon, at the election of the holder of Shares, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder of Shares, as may be specified in such notice of waiver). Except as required by law, holder of Shares are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares.

CAPITAL STOCK

CAPITAL STOCK	3 Months Ended
	Mar. 31, 2022
CAPITAL STOCK
7. Capital Stock	7. CAPITAL STOCK As of March 31, 2022, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. Common Stock As of March 31, 2022 and December 31, 2021, the Company had 328,057,806 and 276,383,093 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2022, the Company issued a total of 51,674,713 shares of common stock: 32,941,380 shares in consideration for the conversion of $87,500 of principal of convertible notes payable and accrued interest payable of $5,250; 14,733,333 shares in the conversion of 221 shares of Series B preferred shares valued at $22,100 and 4,000,000 shares for services valued at $20,000. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $66,341. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. During the three months ended March 31, 2021, the Company issued a total of 34,276,001 shares of common stock in consideration for the conversion of $95,261 of principal of convertible notes payable and accrued interest payable of $18,140. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $149,700. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes.

STOCK OPTIONS

STOCK OPTIONS	3 Months Ended
	Mar. 31, 2022
STOCK OPTIONS
9. Stock Options	8. STOCK OPTIONS As of March 31, 2022, the Board of Directors of the Company had granted non-qualified stock options exercisable for a total of 854,177,778 shares of common stock to its officers, directors, and consultants. On February 8, 2022, the Company issued a total of 75,000,000 non-qualified stock options to our President and a total of 45,000,000 non-qualified stock options to a consultant. These options are exercisable for a period of ten years from the date of issuance at an exercise price of $0.0081 per share. These options vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $545,462 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount. We recognized stock option compensation expense of $736,915 and $450,758 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, we had unrecognized stock option compensation expense totaling $6,372,251. A summary of the Company’s stock options and warrants as of March 31, 2022, and changes during the three months then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 734,177,778 $ 0.012 8.06 Granted 120,000,000 $ 0.008 Exercised - $ - Forfeited or expired - $ - Outstanding at March 31, 2022 854,177,778 $ 0.011 8.10 $ - Exercisable at March 31, 2022 110,038,921 $ 0.021 4.11 $ - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.0046 as of March 31, 2022, which would have been received by the holders of in-the-money options and warrants had the holders exercised their options and warrants as of that date. The significant assumptions used in the valuation of the derivative liabilities recorded upon issuance of the February 2022 non-qualified stock options are as follows: Expected life 4.31 to 5.77 years Risk free interest rates 2.41% - 2.42 % Expected volatility 287.2% – 313.6 %

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2022
DERIVATIVE LIABILITIES
9. Derivative Liabilities	9. DERIVATIVE LIABILITIES The fair value of the Company’s derivative liabilities is estimated at the issuance date and is revalued at each subsequent reporting date. We estimate the fair value of derivative liabilities associated with our convertible notes payable, Series B Preferred Stock and stock options using a multinomial lattice model based on projections of various potential future outcomes. Where the number of stock options or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional stock options, convertible debt and equity are included in the value of the derivatives. The significant assumptions used in the valuation of the derivative liabilities as of March 31, 2022 are as follows: Conversion to stock Monthly Stock price on the valuation date $ 0.0046 Risk free interest rates 0.08% - 1.43 % Years to maturity 0.52 – 1.49 Expected volatility 166.4% – 356.0 % The value of our derivative liabilities was estimated as follows at: March 31 2022 December 31, 2021 Convertible notes payable $ 1,325,415 $ 1,512,336 Stock options 3,693,172 4,412,878 Total $ 5,018,587 $ 5,925,214 The calculation input assumptions are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liability will fluctuate from period to period, and the fluctuation may be material.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
10. Related Party Transactions	10. RELATED PARTY TRANSACTIONS Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $20,000 per month, paid in equal installments twice each month. After one year of service, Mr. Berliner will be eligible to receive severance equal to three months of base compensation. The Company accrued compensation expense to Mr. Berliner of $60,000 for the three months ended March 31, 2022. Fees payable to Mr. Berliner of $10,000 are included in accounts payable – related party as of December 31, 2021. Pursuant to a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our President and Acting Chief Financial Officer and Secretary is to receive fees of $10,000 per month. The Company accrued compensation expense to Mr. Beifuss of $30,000 for each of the three months ended March 31, 2022 and 2021. Fees payable to Mr. Beifuss of $20,000 are included in accounts payable – related party as of March 31, 2022 and December 31, 2021. On February 8, 2022, the Company issued a total of 75,000,000 non-qualified stock options to Mr. Beifuss, which options are exercisable for a period of ten years from the date of issuance at an exercise price of $0.0081 per share. These options vest 1/36th per month over thirty-six months.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
11. Commitments And Contingencies	11. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits. Operating Lease As of March 31, 2022, we had no material operating leases requiring us to recognize an operating lease liability and corresponding right-of-use asset. On September 5, 2017, we entered into an operating sublease for office space. The base rent for the sublease is $1,000 per month for a period of one year and month-to-month thereafter. Effective February 1, 2022, the Company entered into an operating lease agreement with a term of 12 months. The lease agreement required a $500 security deposit and monthly lease payments of $500. For the three months ended March 31, 2022 and 2021, the Company recognized operating lease cost of $4,000 and $3,000, respectively. Consulting Agreements As further discussed in Note 10 We have a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, with William E. Beifuss, Jr., our President and Acting Chief Financial Officer, for the payment of monthly compensation of $10,000 per month. The agreement may be cancelled by either party with 30 days’ notice. We have an Independent Contractor/Advisory Agreement effective June 29, 2021 with Gerard Hug for the payment of monthly compensation of $10,000 per month which the consultant may elect to be paid in cash or in common stock of the Company. The agreement continues month-to-month or until terminated by either party.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
12. Subsequent Events	12. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: Convertible Note Conversions Subsequent to March 31, 2022, a lender converted principal of $43,750 and $2,625 accrued interest payable into a total of 26,750,000 shares of the Company’s common stock, extinguishing in full the October 7, 2021 Convertible Note. Sale of Series E Preferred Stock On May 4, 2022, an Investor purchased 400 additional shares of Series E Preferred Stock for cash of $40,000, the stated valued of the shares. Convertible Note Payable Effective May 3, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of May 3, 2023. The Company received net proceeds of $40,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use Of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates.
Consolidation	The accompanying consolidated financial statements include the accounts of the Company and, effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Intangible Assets	The identifiable intangible assets acquired in the APA are amortized using the straight-line method over an estimated life of 5 years.
Derivative Liabilities	We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
Fair Value Of Financial Instruments	Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2022 and December 31, 2021, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows as of March 31, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 March 31, 2022: Derivative liabilities $ 5,018,587 $ - $ - $ 5,018,587 Total liabilities measured at fair value $ 5,018,587 $ - $ - $ 5,018,587 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214 During the three months ended March 31, 2022, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Stock Options Total Derivative liabilities at December 31, 2021 $ 1,512,336 $ 4,412,878 $ 5,925,214 Addition to liabilities for new debt/shares issued 67,785 545,462 613,247 Elimination of liabilities in debt conversions (66,341 ) - (66,341 ) Change in fair value (188,365 ) (1,265,168 ) (1,453,533 ) Derivative liabilities at March 31, 2022 $ 1,325,415 $ 3,693,172 $ 5,018,787
Revenue Recognition	We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Through its wholly owned subsidiary and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations.
Lease Accounting	Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners.
Concentrations Of Credit Risk, Major Customers, And Major Vendors	During the three months ended March 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three months ended March 31, 2022 and 2021, the Company had one landlord receiving all Company payments for lease of billboard site locations.
Income (loss) Per Share	Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: Three Months Ended March 31, 2022 2021 Basic weighted average number of shares 302,315,155 156,174,027 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,440,000,000 - Convertible notes payable 160,755,907 - Diluted weighted average number of shares 3,852,471,062 156,174,027 For the three months ended March 31, 2021, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share.
Stock-based Compensation	Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.
Recently Issued Accounting Pronouncements	There were no new accounting pronouncements issued by the FASB during the three months ended March 31, 2022 and through the date of filing of this report that the Company believes will have a material impact on its financial statements.
Reclassifications	Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value Measurements, Assets And Liabilities, Recurring Basis	Total Level 1 Level 2 Level 3 March 31, 2022: Derivative liabilities $ 5,018,587 $ - $ - $ 5,018,587 Total liabilities measured at fair value $ 5,018,587 $ - $ - $ 5,018,587 December 31, 2021: Derivative liabilities $ 5,925,214 $ - $ - $ 5,925,214 Total liabilities measured at fair value $ 5,925,214 $ - $ - $ 5,925,214
Schedule Of Derivative Liabilities At Fair Value	Convertible Notes Payable Stock Options Total Derivative liabilities at December 31, 2021 $ 1,512,336 $ 4,412,878 $ 5,925,214 Addition to liabilities for new debt/shares issued 67,785 545,462 613,247 Elimination of liabilities in debt conversions (66,341 ) - (66,341 ) Change in fair value (188,365 ) (1,265,168 ) (1,453,533 ) Derivative liabilities at March 31, 2022 $ 1,325,415 $ 3,693,172 $ 5,018,787
Schedule Of Weighted Average Number Of Shares	Three Months Ended March 31, 2022 2021 Basic weighted average number of shares 302,315,155 156,174,027 Dilutive effect of: Series B preferred stock 949,400,000 - Series E preferred stock 2,440,000,000 - Convertible notes payable 160,755,907 - Diluted weighted average number of shares 3,852,471,062 156,174,027

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2022
BUSINESS ACQUISITION (Tables)
Schedule Of Assets Based On The Report	Identifiable intangible assets: IP technology $ 4,000 Customer base 6,000 Total identifiable intangible assets 10,000 Goodwill 2,096,089 Total $ 2,106,089

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)	3 Months Ended
	Mar. 31, 2022
STOCK OPTIONS (Tables)
Schedule Of Stock Options, Activity	Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 734,177,778 $ 0.012 8.06 Granted 120,000,000 $ 0.008 Exercised - $ - Forfeited or expired - $ - Outstanding at March 31, 2022 854,177,778 $ 0.011 8.10 $ - Exercisable at March 31, 2022 110,038,921 $ 0.021 4.11 $ -
Schedule Of Derivative Liability	Expected life 4.31 to 5.77 years Risk free interest rates 2.41% - 2.42 % Expected volatility 287.2% – 313.6 %

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
DERIVATIVE LIABILITIES
Schedule Of Derivative Liabilities At Fair Value	Conversion to stock Monthly Stock price on the valuation date $ 0.0046 Risk free interest rates 0.08% - 1.43 % Years to maturity 0.52 – 1.49 Expected volatility 166.4% – 356.0 %
Fair Value Inputs, Quantitative Information	March 31 2022 December 31, 2021 Convertible notes payable $ 1,325,415 $ 1,512,336 Stock options 3,693,172 4,412,878 Total $ 5,018,587 $ 5,925,214

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
ORGANIZATION AND BASIS OF PRESENTATION
Working Capital Deficit	$ (5,355,568)
Accumulated Deficit	$ (50,761,562)	$ (51,133,564)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Derivative Liabilities	$ 5,018,587	$ 5,925,214
Total Liabilities Measured At Fair Value	5,018,587	5,925,214
Level 1 [Member]
Derivative Liabilities	0	0
Total Liabilities Measured At Fair Value	0	0
Level 2 [Member]
Derivative Liabilities	0	0
Total Liabilities Measured At Fair Value	0	0
Level 3 [Member]
Derivative Liabilities	5,018,587	5,925,214
Total Liabilities Measured At Fair Value	$ 5,018,587	$ 5,925,214

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	3 Months Ended
	Mar. 31, 2022USD ($)
Derivative Liability Beginning	$ 5,925,214
Addition To Liability For New Issuances	613,247
Elimination Of Liability On Conversion To Common Shares	(66,341)
Change In Fair Value	(1,453,533)
Derivative Liability Ending	5,018,787
Stock Options [Member]
Derivative Liability Beginning	4,412,878
Addition To Liability For New Issuances	545,462
Elimination Of Liability On Conversion To Common Shares	0
Change In Fair Value	(1,265,168)
Derivative Liability Ending	3,693,172
Convertible Notes Payable [Member]
Derivative Liability Beginning	1,512,336
Addition To Liability For New Issuances	67,785
Elimination Of Liability On Conversion To Common Shares	(66,341)
Change In Fair Value	(188,365)
Derivative Liability Ending	$ 1,325,415

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basic Weighted Average Number Of Shares	302,315,155	156,174,027
Series B Preferred Stock	949,400,000	0
Series E Preferred Stock	2,440,000,000	0
Convertible Notes Payable	160,755,907	0
Diluted Weighted Average Number Of Shares	3,852,471,062	156,174,027

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Jan. 07, 2021	Mar. 31, 2022
Finite-lived Intangible Asset, Useful Life		5 years
Minimum [Member]
Revenues Rate	70.00%
Maximum [Member]
Revenues Rate	85.00%

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details)	Mar. 31, 2022USD ($)
Identifiable Intangible Assets:
Ip Technology	$ 4,000
Customer Base	6,000
Total Identifiable Intangible Assets	10,000
Goodwill	2,096,089
Total	$ 2,106,089

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - USD ($)	Jan. 07, 2021	Mar. 31, 2022	Dec. 31, 2021
Promissory Note, Amount	$ 1,000,000
Purchase Price	$ 10,000
Goodwill		$ 2,096,089
Derivative Liability		5,018,587	$ 5,925,214
Cash Paid		71,910	$ 68,366
Business Acquisition [Member]
Convertible Promissory Note, Principal Amount		$ 0
Estimate Life Of Convertible Promissory Note		5 years
Goodwill		$ 2,096,089
Consideration Amount Paid		2,106,089
Derivative Liability		2,096,089
Cash Paid		10,000
SCS LLC [Member]
Convertible Promissory Note, Principal Amount		$ 500,000
Promissory Note, Description		the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 01, 2022	Jan. 06, 2022	Dec. 14, 2021	Nov. 08, 2021	Oct. 07, 2021	Jul. 12, 2021	Jul. 08, 2020	Mar. 14, 2013	Aug. 31, 2021	Aug. 29, 2019	Mar. 31, 2022	Dec. 31, 2021	Jan. 07, 2021	Dec. 31, 2012
Debt Instrument, Convertible, Terms Of Conversion Feature	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment.		The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.	The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to conversion. The Company had no right of prepayment.
Debt Instrument, Principal Amount					$ 43,750		$ 40,000
Proceeds From Convertible Promissory Notes										$ 22,000
Legal Fees										1,500
Debt Discount Related Conversion Feature										25,000
Convertible Notes Payable 1 [Member] | August 2019 Convertible Promissory Note [Member]
Convertible Promissory Note, Principal Amount										25,000	$ 395	$ 395
Debt Discount										$ 1,500
Debt Instrument, Interest Rate										10.00%
Convertible Notes Payable 1 [Member] | Accounts Payable [Member]
Convertible Promissory Note, Principal Amount								$ 29,500			29,500	29,500
Debt Instrument, Interest Rate								5.00%
Debt Instrument, Maturity Date								Mar. 14, 2015
Debt Instrument, Conversion Price								$ 1.50
Convertible Notes Payable 2 [Member] | Related Parties [Member]
Convertible Promissory Note, Principal Amount														$ 58,600
Debt Discount														$ 57,050
Debt Instrument, Interest Rate														5.00%
Debt Instrument, Conversion Price														$ 2
Convertible Notes Payable 2 [Member] | Note One [Member] | Related Parties [Member]
Convertible Promissory Note, Principal Amount											25,980	25,980
Convertible Notes Payable 2 [Member] | Note Two [Member] | Related Parties [Member]
Convertible Promissory Note, Principal Amount											$ 32,620	32,620
Debt Instrument, Maturity Date											Dec. 31, 2022
March 1, 2022 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes											$ 40,000
Debt Discount Related Conversion Feature												39,514
Convertible Promissory Note, Principal Amount											43,750	43,750
Accrued Interest											61,942	57,958
Debt Discount											3,248
Principal Balance											43,750
Fees And Expenses											$ 3,750
Debt Instrument, Interest Rate											12.00%
Debt Instrument Remaining Discount											$ 36,266
January 6, 2022 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes											35,000
Legal Fees											3,750
Debt Discount Related Conversion Feature												35,771
Convertible Promissory Note, Principal Amount											38,750	38,750
Debt Discount												8,232
Principal Balance											$ 38,750
Debt Instrument, Interest Rate											12.00%
Debt Instrument Remaining Discount											$ 12
July 12, 2021 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes											40,000
Legal Fees											3,750
Debt Discount Related Conversion Feature												41,798
Convertible Promissory Note, Principal Amount												43,750
Debt Discount											22,101
Principal Balance											$ 43,750
Debt Instrument, Interest Rate											12.00%
Debt Instrument Accrued Interest											$ 2,625
August 31, 2021 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes											40,000
Legal Fees											3,750
Debt Discount Related Conversion Feature												41,559
Convertible Promissory Note, Principal Amount												43,750
Principal Balance											43,750
Fees And Expenses											$ 27,668
Debt Instrument, Interest Rate											12.00%
Debt Instrument Accrued Interest											$ 2,625
Convertible Note, Principal Balance											43,750
October 7, 2021 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes					40,000
Legal Fees					3,750
Debt Discount Related Conversion Feature													$ 42,293
Convertible Promissory Note, Principal Amount					$ 43,750						43,750	43,750
Debt Discount											$ 10,428
Debt Instrument, Interest Rate											12.00%
Debt Instrument Remaining Discount											$ 22,016
November 8, 2021 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes				$ 40,000
Legal Fees				3,750
Debt Discount Related Conversion Feature				42,123
Convertible Promissory Note, Principal Amount											43,750	43,750
Debt Discount				10,386
Principal Balance				$ 43,750
Debt Instrument, Interest Rate				12.00%
Debt Instrument Remaining Discount				$ 25,620
July 8, 2020 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes							35,000
Legal Fees							2,800
Debt Discount Related Conversion Feature							40,000
Convertible Promissory Note, Principal Amount											$ 20,000	40,000
Debt Discount							2,200
Principal Balance							$ 10,000
Debt Instrument, Interest Rate											10.00%
December 14, 2021 [Member] | Convertible Notes Payable [Member]
Proceeds From Convertible Promissory Notes			$ 40,000
Legal Fees			3,750
Debt Discount Related Conversion Feature			39,616
Convertible Promissory Note, Principal Amount											$ 43,750	$ 43,750
Debt Discount			9,768
Principal Balance			43,750
Debt Instrument, Interest Rate											12.00%
Debt Instrument Remaining Discount			$ 28,003

LONGTERM CONVERTIBLE NOTES PA_2

LONGTERM CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Jan. 07, 2021	Mar. 31, 2022
Debt Discount	$ 1,000,000
Long-Term Convertible Notes Payable [Member]
Amortization Of Debt Discount To Interest Expense		$ 49,288
Beneficial Ownership Maximum Percentage		4.99%
Maturity Date		Jan. 7, 2026
Long-term Debt, Gross		$ 751,369
Annual Rate		0.39%
Percentage Of Principal Amount Of Note Into A Number Of Shares Of Common Stock Not Exceeding Total Trade Volume		5.00%
Notes Payable	$ 500,000
Interest Rate		0.00%
Conversion Price		$ 0.013
Convertible Promissory Note, Principal Amount		$ 0

MEZZANINE (Details Narrative)

MEZZANINE (Details Narrative) - USD ($)	Apr. 02, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Mar. 02, 2016
Convertible Notes Payable, Principal Amount		$ 0	$ 1,000,000
Settlement Of Derivative Liabilities		$ 66,341	$ 149,700
Preferred Stock, Par Value		$ 0.001		$ 0.001
Convertible Promissory Notes [Member]
Beneficial Ownership Maximum Percentage		4.99%
Series B Preferred Stock [Member]
Preferred Stock, Shares Outstanding		14,241		14,462
Preferred Stock Value Outstanding		$ 1,424,100		$ 1,446,200
Preferred Stock, Authorized Shares					30,000
Preferred Stock, Par Value					$ 0.001
Conversion Price	$ 0.0015		$ 0.0015
Preferred Stock Including Additional Paid In Capital, Face Value		$ 100
Preferred Stock Including Additional Paid In Capital		$ 3,000,000
Conversion Of Stock, Amount		$ 22,100		$ 59,300
Issuance Of Common Stock For Conversion Of Series B Preferred Stock, Shares		221		593
Conversion Of Stock, Shares		14,733,333		39,533,334
Preferred Stock Series E [Member]
Preferred Stock, Shares Outstanding		36,600
Preferred Stock Value Outstanding		$ 3,660,000
Additional Shares Purchased, Shares		1,200
Additional Shares Purchased, Value		$ 120,000
Purchase Price	$ 100
Preferred Stock, Authorized Shares	45,000
Preferred Stock, Par Value	$ 0.001
Conversion Price	$ 0.0015
Preferred Stock Including Additional Paid In Capital, Face Value		$ 100
Fixed Conversion Price		$ 0.0015
Securities Purchase Agreement [Member] | Preferred Stock Series E [Member]
Loss On Extinguishment Of Debt		$ 16,490,508
Preferred Stock, Shares Outstanding				35,400
Preferred Stock Value Outstanding				$ 3,540,000
Convertible Notes Payable, Principal Amount	$ 826,566
Additional Shares Purchased, Shares		500
Additional Shares Purchased, Value		$ 50,000
Purchase Price	$ 100
Cancellation Of Shares	34,900	2,617,690
Independent Valuation Firm, Amount		$ 23,393,601
Settlement Of Derivative Liabilities	$ 3,413,097
Accrued Interest	$ 45,740
Debt Instrument, Interest Rate	10.00%
Preferred Stock, Authorized Shares	45,000

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Mar. 02, 2016
Common Stock, Shares Outstanding	328,057,806		276,383,093
Common Stock, Shares Issued	328,057,806		276,383,093
Common Stock, Shares Authorized	2,000,000,000		2,000,000,000
Common Stock, Par Value	$ 0.001		$ 0.001
Preferred Stock, Par Value	$ 0.001		$ 0.001
Series B Preferred Stock [Member]
Preferred Stock, Authorized Shares	14,241		14,462
Preferred Stock, Par Value				$ 0.001
Conversion Of Stock, Amount	$ 22,100		$ 59,300
Issuance Of Common Stock For Conversion Of Series B Preferred Stock, Shares	221		593
Conversion Of Stock, Shares	14,733,333		39,533,334
Common Stock [Member]
Common Stock, Shares Authorized	2,000,000,000
Common Stock, Par Value	$ 0.001
Issuance Of Common Stock For Conversion Of Notes Payable And Accrued Interest Payable, Shares	51,674,713	34,276,001
Accrued Interest	$ 5,250	$ 18,140
Reduction In Derivative Liabilities	$ 66,341	149,700
Shares For Services	4,000,000
Shares For Services, Amount	$ 20,000
Preferred Stock, Authorized Shares	20,000,000
Shares In Consideration	32,941,380
Shares Issued Upon Debt Conversion, Amount	$ 87,500	$ 95,261
Preferred Stock, Par Value	$ 0.001

STOCK OPTIONS (Details)

STOCK OPTIONS (Details)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Number Of Shares
Outstanding Shares, Beginning	734,177,778
Granted	120,000,000
Exercised	0
Forfeited Or Expired	0
Outstanding Shares, Ending	854,177,778
Outstanding Shares, Exercisable	110,038,921
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning | $ / shares	$ 0.012
Weighted Average Exercise Price, Granted | $ / shares	0.008
Weighted Average Exercise Price, Forfeited Or Expired | $ / shares	0
Weighted Average Exercise Price, Ending | $ / shares	0.011
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.021
Weighted Average Remaining Contract Term (years)
Outstanding Weighted Average Remaining Contract Term, Beginning	8 years 21 days
Outstanding Weighted Average Remaining Contract Term, Ending	8 years 1 month 6 days
Outstanding Weighted Average Remaining Contract Term, Exercisable	4 years 1 month 9 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding As Of March 31, 2022 | $	$ 0
Aggregate Intrinsic Value, Exercisable | $	$ 0

STOCK OPTIONS (Details 1)

STOCK OPTIONS (Details 1)	3 Months Ended
	Mar. 31, 2022
Minimum [Member]
Risk Free Interest Rates	2.41%
Expected Life	4 years 3 months 21 days
Expected Volatility	287.20%
Maximum [Member]
Risk Free Interest Rates	2.42%
Expected Life	5 years 9 months 7 days
Expected Volatility	313.60%

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($)	Feb. 08, 2022	Mar. 31, 2022	Mar. 31, 2021
STOCK OPTIONS
Unrecognized Stock-based Compensation		$ 6,372,251
Stock Option, Amount	$ 545,462
Outstanding Shares, Ending		854,177,778
Stock Option, Exercise Prices	$ 0.0081
Stock-based Compensation		$ 736,915	$ 450,758
Common Stock Closing Price		$ 0.0046
Non Qualified Stock Options	75,000,000
Non Qualified Stock Options, Consultant	45,000,000
Options Exercisable Period	10 years
Vesting Period, Descriptions	These options vest 1/36th per month over thirty-six months.

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2022$ / shares
Conversion To Stock	Monthly
Stock Price On The Valuation Date	$ 0.0046
Minimum [Member] | Derivative Liabilities [Member]
Risk Free Interest Rates	0.08%
Expected Volatility	166.40%
Years To Maturity	6 months 7 days
Maximum [Member] | Derivative Liabilities [Member]
Risk Free Interest Rates	1.43%
Expected Volatility	356.00%
Years To Maturity	1 year 5 months 26 days

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Derivative Liability	$ 5,018,587	$ 5,925,214
Stock Option [Member]
Derivative Liability	3,693,172	4,412,878
Convertible Notes Payable [Member]
Derivative Liability	$ 1,325,415	$ 1,512,336

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Feb. 08, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Stock Option, Granted		120,000,000
Stock Option, Exercise Prices	$ 0.0081
Fees Payable		$ 20,000		$ 30,000
Options Exercisable Period	10 years
Mr. Beifuss [Member]
Stock Option Vested, Description	These options vest 1/36th per month over thirty-six months.
Stock Option, Granted	75,000,000
Stock Option, Exercise Prices	$ 0.0081
Fees Payable		20,000		20,000
Accrued Compensation Expense		30,000	$ 30,000
Options Exercisable Period	10 years
Mr. Berliner [Member]
Stock Based Compensation		60,000
Consulting Fees For Service, Per Month				$ 10,000
William E. Beifuss Jr. [Member] | November 1, 2016 [Member]
Consulting Fees For Service, Per Month		$ 10,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Feb. 01, 2022	Sep. 05, 2017	Jun. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Rent Per Month		$ 1,000
Lease Agreement Term	12 months
Security Deposit	$ 500
Operating Lease Cost				$ 4,000	$ 3,000
Monthly Lease Payments	$ 500
Consulting Agreement [Member] | Rich Berliner [Member]
Monthly Compensation				20,000
Consulting Agreement [Member] | William E. Beifuss Jr. [Member] | November 1, 2016 [Member]
Monthly Compensation			$ 10,000
Monthly Compensation Payment				$ 10,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	May 03, 2022	Aug. 29, 2019	Mar. 31, 2022	Oct. 07, 2021	Jul. 08, 2020
Debt Instrument, Principal Amount				$ 43,750	$ 40,000
Legal Fees		$ 1,500
May 4, 2022 [Member]
Additional Shares Of Series E Preferred Stock			400
Cash Stated Valued Shares			$ 40,000
March 31, 2022 [Member]
Converted Principal Amount			43,750
Accrued Interest			$ 2,625
Common Stock, Shares Issued			26,750,000
Subsequent Event [Member]
Debt Instrument, Principal Amount	$ 43,750
Net Proceeds	40,000
Legal Fees	$ 3,750
Lender Description	The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment.