FISION (FSSN) 10-Q 29 Jun 20 2020 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2020	Jun. 29, 2020
Cover [Abstract]
Entity Registrant Name	FISION Corp
Entity Central Index Key	0001487931
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, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		285,439,993
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 0	$ 14,510
Accounts receivable, net	3,056	9,906
Notes receivable, net of allowance for doubtful accounts	0	0
Prepaid expenses	7,696	533,064
Total Current Assets	10,752	557,480
Property and equipment, net	2,231	2,916
Other Assets:
Goodwill	13,800	13,800
Intellectual property/software code, net of accumulated amortization	40,366	42,813
Deposits	25,599	25,599
Total Assets	92,748	642,608
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	2,286,448	2,155,065
Contract liability (customer deposits)	23,500	62,500
Derivative liability	2,486,210	4,156,621
Note payable and accrued interest - related party (CMS & Mike Brown)	411,361	228,692
Notes payable, net of debt discount of $0 and $0 respectively	716,750	1,028,845
Total Current Liabilities	5,924,269	7,631,723
Long-Term Liabilities:
Long-term convertible notes payable, net of debt discount of $500,230 and $853,261 respectively	748,143	700,845
Total Long-Term Liabilities	748,143	700,845
Total Liabilities	6,672,412	8,332,567
Contingencies and Commitments (Note 6)	0	0
Stockholders' Deficit:
Preferred Stock, $0.0001 Par value, 20,000,000 shares authorized, no shares issued and outstanding	0	0
Common Stock, $0.0001 Par value, 500,000,000 shares authorized 249,438,540 and 135,685,981 shares issued and outstanding, respectively	24,944	13,569
Additional paid in capital	25,128,631	24,108,264
Accumulated deficit	(31,733,239)	(31,811,792)
Total Stockholders' Deficit	(6,579,664)	(7,689,959)
Total Liabilities and Stockholders' Deficit	$ 92,748	$ 642,608

CONSOLIDATED BALANCE SHEET (Par

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Liabilities
Notes payable, net of debt discount	$ 0	$ 0
Long-Term Liabilities
Long-Term convertible notes payable, net of debt discount	$ 500,230	$ 853,261
Stockholders' Deficit
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	249,438,540	135,685,981
Common stock, shares outstanding	249,438,540	135,685,981

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
REVENUE	$ 104,044	$ 133,153
COST OF SALES	28,732	20,977
GROSS MARGIN	75,312	112,176
OPERATING EXPENSES
Sales and Marketing	1,949	166,965
Development and Support	108,394	148,638
General and Administrative	810,614	316,197
TOTAL OPERATING EXPENSES	920,957	631,800
OPERATING LOSS	(845,645)	(519,624)
OTHER INCOME / (EXPENSES)
Interest expense and debt discount	(390,737)	(289,957)
Amortization expense/amortization of debt discount	(53,168)	(217,966)
Gain (loss) from fair value of derivatives	1,396,698	(228,339)
Loss on extinguishment of debt / settlement of debt	(28,595)	264,591
Bad debt expense	(12,065)	0
Other interest income	12,065	6,440
TOTAL OTHER INCOME (EXPENSES)	924,198	(465,231)
NET INCOME (LOSS)	$ 78,553	$ (984,855)
Net income (loss) per common share:
Basic	$ 0	$ 0.01
Diluted	$ 0	$ 0.01
Weighted average shares outstanding: (Note 1)
Basic	193,786,582	74,514,874
Diluted	770,100,769	74,514,874

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)
Balance, shares at Dec. 31, 2018		67,454,276
Balance, amount at Dec. 31, 2018	$ (2,935,644)	$ 6,745	$ 19,572,322	$ (22,514,711)
Common stock issued for cash, shares		1,750,000
Common stock issued for cash, amount	350,000	$ 175	349,825	0
Stock issued for services, shares		537,500
Stock issued for services, amount	54,500	$ 54	54,446	0
Warrants/Options granted for services	148,199	$ 0	148,199	0
Conversion of notes payable and accrued interest/expenses, shares		8,622,087
Conversion of notes payable and accrued interest/expenses, amount	742,391	$ 862	741,528	0
Net loss	(999,541)	0	0	(999,541)
Balance, amount at Mar. 31, 2019	(2,640,096)	$ 7,836	$ 20,866,320	(23,514,252)
Balance, shares at Mar. 31, 2019		78,363,863
Balance, shares at Dec. 31, 2019		135,685,981
Balance, amount at Dec. 31, 2019	(7,689,959)	$ 13,569	$ 24,108,264	(31,811,792)
Stock issued for services, shares		2,083,333
Stock issued for services, amount	12,500	$ 208	12,292	0
Warrants/Options granted for services	324,392	0	324,392	0
Net loss	78,553	$ 0	0	78,553
Stock issued for true-up and penalty shares, shares		9,625,000
Stock issued for true-up and penalty shares, amount	48,703	$ 963	47,740	0
Conversion of notes payable and accrued interest/expenses, shares		102,044,226
Conversion of notes payable and accrued interest/expenses, amount	646,147	$ 10,204	635,943	0
Balance, amount at Mar. 31, 2020	$ (6,579,664)	$ 24,944	$ 25,128,631	$ (31,733,239)
Balance, shares at Mar. 31, 2020		249,438,540

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) for the Period	$ 78,553	$ (984,855)
Net cash used in operating activities:
Common stock issued for services	336,892	54,056
Depreciation and amortization	3,133	3,227
Stock warrants/stock options issued for services	0	89,079
Amortization of pre-paid stock issued	525,368	0
True-up and penalty shares issued	48,703	0
Change in fair value of derivative liabilities	(1,396,698)	228,339
Loss on extinguishment of debt/settlement of debt	28,596	(264,591)
Bad debt expense	12,065	0
Amortization of debt discount	50,722	217,965
(Increase) decrease in:
Accounts receivable	6,850	(15,191)
Change in interest receivable	(12,065)	(6,440)
Prepaid expenses	0	863
Increase (decrease) in:
Accounts payable, accrued expenses and other current liabilities	269,471	62,218
Change in customer advances	(39,000)	(45,804)
Net Cash Used in Operating Activities	(87,410)	(661,134)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on note payable	0	(431,000)
Proceeds from note payable	75,000	348,693
Proceeds from related party notes	0	325,390
Repayments for related party notes and line of credit	(2,100)	(6,000)
Proceeds from issuance of common stock	0	350,000
Net Cash Provided by Financing Activities	72,900	587,083
Net (Decrease) Increase in Cash	(14,510)	(74,051)
Cash at Beginning of Period	14,510	121,900
Cash at End of Period	0	47,849
Cash paid during period:
Interest	0	(40,363)
Noncash operating and financing activities:
Conversion of debt and accrued interest to common stock	694,850	742,391
Prepaid stock issuance	532,368	0
Common stock issued for services	12,500	0
Warrants issued as debt discount	$ 0	$ 59,121

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2020
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	FISION Corporation, (formerly DE 6 Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010, and was inactive until December 2015 when it merged with Fision Holdings, Inc., an operating business based in Minneapolis, Minnesota. As a result of this reverse merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated under the laws of the State of Minnesota in 2010, and has developed and commercialized a proprietary cloud-based software platform which automates and integrates digital marketing assets and marketing communications to “bridge the gap” between marketing and sales of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of from one to three years and requiring monthly subscription fees based on the customer’s number of users and the locations where used. The Company’s business model provides it with a high percentage of recurring revenues. The terms “Fision,” “we,” “us,” and “our,” refer to FISION Corporation, a Delaware corporation and its wholly-owned operating subsidiary Fision Holdings, Inc., a Minnesota corporation (including our Volerro software services). Basis of Presentation The accompanying consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended March 31, 2020 and 2019 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals, necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the 2020 interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2019, included in our annual report on Form 10-K/A filed with the SEC on June 4, 2020. These consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative liabilities, research and development, impairment of long-lived assets, and the valuation allowance for income taxes. Cash and Cash Equivalents We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At March 31, 2020 and December 31, 2019, we had no cash equivalents. Concentration of Credit Risk and Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the year ended December 31, 2019 and the three months ended March 31, 2020, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the three months ended March 31, 2020, two customers exceeded 10% of our revenues, including one for 29 % of revenues, and one for 17% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially. Revenue recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2017. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company adopted the application of ASC 606 and has evaluated the impact of ASC 606, and the application of ASC 606 did not have a material impact on its consolidated financial statements and disclosures, as the Company had already implemented the five-step process in determining revenue recognition from contracts with customers. Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly as another performance obligation and recorded as revenue over time. Company Recognizes Contract Liability for Its Performance Obligation Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue. Lease Accounting In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has adopted ASU 2016-02. As of March 31, 2020, the Company had no leases, as the office lease expired. The Company pays for a virtual office space on a month-to-month basis. Loss Per Common Share Earnings per Share For the three months 2020 2019 Net income (loss) $ 78,553 $ (984,855 ) Adjustments for diluted earnings: Income (Loss) per share: Basic $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 Weighted average shares outstanding: Basic 193,786,582 74,514,874 Diluted 770,100,769 74,514,874 For the three months ended March 31, 2020 there were 576,314,187 potentially dilutive securities included in the calculation of weighted-average shares outstanding. Property and Equipment Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years Stock-Based Compensation We record stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the binomial pricing model to measure the fair value of options and warrants. Recently Issued Accounting Pronouncements Other recent accounting pronouncements issued by the FASB, the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2020
GOING CONCERN
NOTE 2 - GOING CONCERN	Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our ability to continue as a going concern is contingent upon our future ability to achieve and maintain profitable operations, and to raise substantial additional capital as required until we attain profitable operations. At March 31, 2020 we had a working capital deficiency of $5,913,517 and an accumulated deficit of $31,733,239. The Company had a net income of $78,553 and net cash used in operations was $87,410 for the three months ended March 31, 2020. These conditions raise substantial doubt about our ability to continue as a going concern for a period of 1 year from the issuance date of this report. These unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We are in the process of raising funds to support activities to obtain increased revenues, and otherwise addressing our ability to continue as a going concern. Our management believes that if we succeed in raising substantial additional capital to implement increased funding for substantial marketing and sales support, we will be able to generate material increased revenues and continue as a going concern. Unless we can raise significant additional working capital, however, we most likely will not be able to continue our current business as a going concern.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2020
FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS	FASB ASC Topic 820 requires disclosure of and defines fair value of financial instruments, and also establishes a three-level valuation hierarchy for these disclosures. The carrying amounts reported in a balance sheet for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between their origination and their expected realization and their current market rate of interest. The three levels of valuation hierarchy for fair value determinations are defined as follows: Level 1 Level 2 Level 3 The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at December 31, 2019 and March 31, 2020: Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 2,486,210 The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following table provides a reconciliation of the beginning and ending balances of the liabilities: Fair Value December 31, 2019 Additions Change in fair Value Extinguishment Fair Value March 31, 2020 Derivative liability $ 4,156,621 $ -0- $ (1,396,698 ) $ (273,713 ) $ 2,486,210 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other income and expense in these financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exercise price $ .0012-$.0033 Expected Volatility 266 % Expected Term Due on demand to 36 mos. Risk free interest rate 0.23%-1.58 % Expected dividends - Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2020
NOTES PAYABLE
NOTE 4 - NOTES PAYABLE	At March 31, 2020, we were indebted under various Notes Payable with interest rates of 6% to 15% in the total amount of $1,876,254, including $411,361 for related parties (consisting of $356,557 short term notes and accrued interest of $54,804), including $716,750 of notes payable, net of debt discount (consisting of short term non-convertible notes payable of $291,300 due on demand and short-term convertible notes, mostly in default, of $425,450) and long-term convertible notes of $748,143 net of debt discount of $500,230.

NOTES RECEIVABLE

NOTES RECEIVABLE	3 Months Ended
	Mar. 31, 2020
NOTES RECEIVABLE
NOTE 5 - NOTES RECEIVABLE	Our notes receivable at March 31, 2020 and December 31, 2019 consisted of the following: March 31, 2020 Dec. 31, 2019 Notes receivable $ 804,300 $ 804,300 Accrued interest 65,007 52,942 Total $ 869,307 $ 857,242 Less allowance for doubtful accounts (869,307 ) (857,242 ) Notes receivable, net $ - $ - While the failed Continuity Logic merger was pending, the Company made various bridge loans to Continuity for working capital purposes, of which a total balance of $869,307 is still outstanding as of March 31, 2020 and in default, however, the allowance for doubtful accounts is $869,307 resulting in no balance in net note receivable. These loans matured on August 31, 2019, bear interest at 6% per annum, and a portion of the Notes for these loans are secured by a first-priority perfected security interest on the accounts receivable of Continuity Logic, pursuant to a Security Agreement dated November 27, 2018. On February 4, 2019, the merger with Continuity Logic LLC was terminated. The termination of the merger does not change or affect the continuing obligation of Continuity Logic to satisfy the future payment of these loans to the Company. Further, during August 2019, the Company commenced a complaint against Continuity Logic LLC regarding the unpaid balance of the Notes Receivable. Accordingly, the Company created an allowance for doubtful accounts of $869,307 against the loans. Continuity Logic, LLC is not a related party to the Company. Further court action is ongoing, while the Company pursues aggressive collection activities, including our law firm contacting Continuity Logic LLC customers requesting all payments to be sent directly to the law firm, on our behalf.

COMMITMENTS CONTINGENCIES

COMMITMENTS CONTINGENCIES	3 Months Ended
	Mar. 31, 2020
COMMITMENTS CONTINGENCIES
NOTE 6 - COMMITMENTS & CONTINGENCIES	In 2019, we entered into a consulting contract with Capital Market Solutions LLC, a Delaware limited liability company (“CMS”), an affiliate, providing that for a term of one year, CMS will provide us with management, operational, and financial services in consideration for our payments to CMS of $50,000 monthly along with issuance to CMS of 30 million shares of our common stock which we valued at $1,797,000 based on the closing stock price on the date of the transaction, which was recorded as a pre-paid expense and amortized over one year. This consulting contract also provided for a five-year warrant providing CMS the right to purchase an additional 30 million shares of our common stock exercisable at $.20 per share, which warrant we valued at $1,297,570 utilizing a Black Scholes pricing model, utilizing volatility for the period, closing stock price, strike price, and the discount rate of a U.S. bond equivalent yield, with the warrant expense amortized as consulting expense on a straight-line basis over the term of the consulting agreement of one year. As of March 31, 2020, all terms of this CMS consulting agreement expired. COVID-19 The Company is also in litigation with our former office landlord, Butler Properties, for four months unpaid rent. Management has properly recorded these accrued amounts in the financial statements.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2020
STOCKHOLDERS' EQUITY
NOTE 7 - STOCKHOLDERS' EQUITY	The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $.0001 par value per share. At March 31, 2019 there were 78,363,863 outstanding shares of common stock and no outstanding shares of preferred stock. At March 31, 2020 there were 249,438,540 outstanding shares of common stock and no outstanding shares of preferred stock. During the three months ended March 31, 2020, we completed the following equity transactions: Stock issued for services In February 2020 we issued 2,083,333 restricted common shares valued at $12,500 to John Bode, an independent director, for his service as a director pursuant to an Independent Director agreement. Stock issued for true-up and penalty shares In March 2020 we issued an aggregate of 9,625,000 restricted common shares to twelve accredited investors, which represented True-Up and Penalty shares owed to them pursuant to a 2018-2019 private placement of the Company in which they invested a total of $1,750,000. Stock issued for conversion of debt During the first quarter of 2020 ended March 31, 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows, with the conversion prices based on specific terms contained in the Notes: In January 2020, a Noteholder converted $37,000 of outstanding Notes into 4,933,333 shares; another Noteholder converted a $52,000 portion of an outstanding Note into 6,933,333 shares; and a third Noteholder converted $33,452 of outstanding Notes into 4,401,591 shares. In February 2020, two Noteholders converted a total of $26,472 of outstanding Notes into an aggregate of 9,662,622 shares. In March 2020, a Noteholder converted a $42,500 portion of an outstanding Note into 6,062,863 shares; another Noteholder converted a $23,000 portion of an outstanding Note into 6,965,743 shares; and a third Noteholder converted $5,048 of outstanding Notes into 4,589,091 shares. During January-March, 2020 the following debt conversions also took place: i) three Noteholders converted a total of $190,000 of outstanding Notes into an aggregate of 29,370,454 shares, which Note amounts were purchased by them in December 2019 from Capital Market Solutions LLC (CMS), an affiliate of the Company, in private transactions; ii) four Noteholders converted a total of $107,676 of outstanding Notes into an aggregate of 14,195,619 shares, which Notes were originally issued in February 2018; and iii) three Noteholders converted a total of $129,000 of outstanding Notes into an aggregate of 14,929,577 shares, which Notes were originally issued in March 2019.

RELATED PARTY

RELATED PARTY	3 Months Ended
	Mar. 31, 2020
RELATED PARTY
NOTE 8 - RELATED PARTY	Our related parties notes payable as of March 31, 2020 are $411,361, include $151,146 owed to Michael Brown, a director and our former CEO, for unpaid past salary compensation converted into a note (consisting of $126,115 unpaid short-term note and $25,031 accrued interest), payable on demand with an interest rate of 6% per annum, and also CMS and MGA Holdings (related parties) also includes short-term non-convertible notes for a total of $260,215 (consisting of $230,442 short term unconvertible note balance and $29,773 accrued interest), which are in default as of March 31, 2020. During the first quarter of 2020, the Company identified the disclosure in notes payable and accrued interest – related parties in the 2019 annual report, Form 10K/A, had reported an amount of $228,692 which included Michael Brown, a director and former Chief Executive officer, and also included a portion of the balance of Capital Market Solutions LLC (“CMS”), and did not include the balance of MGA Holdings, LLC, both owned and/or controlled by William Gerhauser, who is a director and controlling shareholder of the Company. For the reporting in this quarterly report, for the period ending March 31, 2020, the balance of $411,361 is the total of the related party loans for Michael Brown, CMS and MGA Holdings, LLC. In 2019, we entered into a consulting contract with affiliate CMS for a term of one year, whereby CMS provided us with management, operational, accounting and financial services in consideration for our payments to CMS of $50,000 monthly along with issuance to CMS of 30 million restricted shares of our common stock and a warrant to purchase an additional 30 million common shares. (See Note 6). This contract has expired. In May 2019, our largest and also a principal shareholder, Capital Market Solutions, LLC (CMS) entered into a Long Term Convertible Note with us in the principal amount of $250,000 for the conversion of existing short term notes, maturing in three years, bearing interest at 6% per annum payable each six months of its term, and being convertible into our common stock at the lesser of $.20 per share or the Volume Weighted Average Price (VWAP) per share during the 10-day period prior to conversion. The Convertible Note also includes three year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price. The exercise price is equal to the conversion price. The Company recorded a derivative liability on the conversion feature in the note and associated warrant liability to the warrants issuable under the agreement. We valued the warrants at $463,174, under our Black Scholes model, to be recorded as a derivative liability for warrants, whereby the associated debt discount is being amortized on a straight-line basis over the term of the warrants, including a cashless exercise provision as defined under the terms of the Note, and CMS also received registration rights related to any future conversion(s) of this Note to equity. As of March 31, 2020, this $250,000 Long Term Convertible Note with CMS has been assigned to third parties and subsequently the entire balance has been converted into shares of restricted common stock.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2020
SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS	New debt instruments In April 2020, we obtained a SBA long-term loan under the federal COVID-19 Payroll Protection Program (PPP) for $177,200, administered by Richfield/Bloomington Credit Union, having a term of 24 months and bearing interest of 1% per annum. The portion of the loan proceeds used for labor, utilities and office costs may be subject to loan forgiveness under the terms of the SBA/PPP program. Stock issued for services In May 2020, we issued 5,000,000 restricted common shares valued at $14,500 to two accredited investors for advisory services to the Company. In June 2020, we issued 2,604,167 restricted common shares to Independent Director John B. Bode for the first vesting period of his third year of board service, pursuant to an Independent Director agreement effective March 1, 2020. Stock issued for the conversion of debt In April 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows, with the conversion prices based on specific terms contained in the Notes: i) A Noteholder converted a $9,500 portion of an outstanding Note into 3,653,846 shares; ii) A Noteholder converted $10,042 of outstanding Notes into an aggregate of 7,172,857 shares; iii) A Noteholder converted $10,000 of outstanding Notes into an aggregate of 2,702,702 shares, and this Noteholder purchased a portion of a June 2019 Note from Ignition Capital LLC in April 2020 in a private transaction; and iv) A Noteholder converted $20,000 of outstanding Notes into 7,692,307 shares, which represented a portion of an outstanding Note purchased by this Noteholder from affiliate CMS in December 2019 in a private transaction. In June 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows, with the conversion prices based on specific terms contained in the Notes: i) A Noteholder converted a $21,000 portion of an outstanding Note into 5,000,000 shares; ii) A Noteholder converted a $9,137 portion of an outstanding Note into 2,175,574 shares.

ORGANIZATION AND SIGNIFICANT _2

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2020
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended March 31, 2020 and 2019 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals, necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the 2020 interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2019, included in our annual report on Form 10-K/A filed with the SEC on June 4, 2020. These consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative liabilities, research and development, impairment of long-lived assets, and the valuation allowance for income taxes.
Cash and Cash Equivalents	We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At March 31, 2020 and December 31, 2019, we had no cash equivalents.
Concentration of Credit Risk and Customers	Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the year ended December 31, 2019 and the three months ended March 31, 2020, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the three months ended March 31, 2020, two customers exceeded 10% of our revenues, including one for 29 % of revenues, and one for 17% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially.
Revenue recognition	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2017. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company adopted the application of ASC 606 and has evaluated the impact of ASC 606, and the application of ASC 606 did not have a material impact on its consolidated financial statements and disclosures, as the Company had already implemented the five-step process in determining revenue recognition from contracts with customers. Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly as another performance obligation and recorded as revenue over time. Company Recognizes Contract Liability for Its Performance Obligation Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue.
Lease Accounting	In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has adopted ASU 2016-02. As of March 31, 2020, the Company had no leases, as the office lease expired. The Company pays for a virtual office space on a month-to-month basis.
Loss Per Common Share	Earnings per Share For the three months 2020 2019 Net income (loss) $ 78,553 $ (984,855 ) Adjustments for diluted earnings: Income (Loss) per share: Basic $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 Weighted average shares outstanding: Basic 193,786,582 74,514,874 Diluted 770,100,769 74,514,874 For the three months ended March 31, 2020 there were 576,314,187 potentially dilutive securities included in the calculation of weighted-average shares outstanding.
Property and Equipment	Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years
Stock-Based Compensation	We record stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the binomial pricing model to measure the fair value of options and warrants.
Recently Issued Accounting Pronouncements	Other recent accounting pronouncements issued by the FASB, the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

ORGANIZATION AND SIGNIFICANT _3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2020
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Schedule of earnings per share basic and diluted	For the three months ended March 31, 2020 2019 Net income (loss) $ 78,553 $ (984,855 ) Adjustments for diluted earnings: Income (Loss) per share: Basic $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 Weighted average shares outstanding: Basic 193,786,582 74,514,874 Diluted 770,100,769 74,514,874
Schedule of property and equipment, estimated lives	Furniture and fixtures 5 years Computer and office equipment 5 years

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2020
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value, Assets Measured on Recurring Basis	Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 2,486,210
Fair value on recurring basis significant unobservable	Fair Value December 31, 2019 Additions Change in fair Value Extinguishment Fair Value March 31, 2020 Derivative liability $ 4,156,621 $ -0- $ (1,396,698 ) $ (273,713 ) $ 2,486,210
Schdule of fair value measurement of liabilities	Exercise price $ .0012-$.0033 Expected Volatility 266 % Expected Term Due on demand to 36 mos. Risk free interest rate 0.23%-1.58 % Expected dividends -

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2020
NOTES RECEIVABLE (Tables)
Schedule of notes receivable	March 31, 2020 Dec. 31, 2019 Notes receivable $ 804,300 $ 804,300 Accrued interest 65,007 52,942 Total $ 869,307 $ 857,242 Less allowance for doubtful accounts (869,307 ) (857,242 ) Notes receivable, net $ - $ -

ORGANIZATION AND SIGNIFICANT _4

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Net income (loss)	$ 78,553	$ (984,855)
Income (Loss) per share:
Basic	$ 0	$ 0.01
Diluted	$ 0	$ 0.01
Weighted average shares outstanding:
Basic	193,786,582	74,514,874
Diluted	770,100,769	74,514,874

ORGANIZATION AND SIGNIFICANT _5

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1)	3 Months Ended
	Mar. 31, 2020
Furniture and Fixtures [Member]
Property plant and equipment, useful life	5 years
Computer And Office Equipment [Member]
Property plant and equipment, useful life	5 years

ORGANIZATION AND SIGNIFICANT _6

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2020shares
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Anti-dilutive securities excluded from calculation	576,314,187
Concentration of risk, description	Two customers exceeded 10% of our revenues, including one for 29 % of revenues, and one for 17% of revenues

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
GOING CONCERN
Accumulated deficit	$ (31,733,239)		$ (31,811,792)
Working capital deficiency	(5,913,517)
Net income (loss)	78,553	$ (984,855)
Net cash used in operating activities	$ (87,410)	$ (661,134)

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Derivative Liability	$ 0	$ 0
Level 2 [Member]
Derivative Liability	0	0
Level 3 [Member]
Derivative Liability	$ 2,486,210	$ 2,486,210

FAIR VALUE OF FINANCIAL INSTR_4

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1)	3 Months Ended
	Mar. 31, 2020USD ($)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative liability, beginning	$ 4,156,621
Additions	0
Change in fair value	(1,396,698)
Extinguishment	(273,713)
Derivative liability, ending	$ 2,486,210

FAIR VALUE OF FINANCIAL INSTR_5

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)	3 Months Ended
	Mar. 31, 2020USD ($)$ / shares
Expected term	36 months
Expected dividends | $	$ 0
Expected volatility	266.00%
Minimum [Member]
Risk free interest rate	0.23%
Exersice price	$ .0012
Maximum [Member]
Risk free interest rate	1.58%
Exersice price	$ .0033

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Long term convertible notes	$ 748,143
Note payables	1,876,254
Debt discount	500,230
Short term convertible notes	716,750	$ 1,028,845
Related party [Member]
Note payables	411,361
Short term debt	356,557
Accrued interest	$ 54,804
Notes payable [Member] | Minimum [Member]
Interest rate	6.00%
Notes payable [Member] | Maximum [Member]
Interest rate	15.00%
Notes payable One [Member]
Short term non convertible notes payable	$ 291,300
Short term convertible notes	$ 425,450

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
NOTES RECEIVABLE (Tables)
Note receivable	$ 804,300	$ 804,300
Accrued interest	65,007	52,942
Total	869,307	857,242
Less allowance for doubtful accounts	(869,307)	(857,242)
Note receivables, net	$ 0	$ 0

NOTES RECEIVABLE (Details Narra

NOTES RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Allowances for doubtful accounts	$ (869,307)	$ (857,242)
Debt default	411,361
Continuity logic [Member] | Bridge Loan [Member]
Note receivable	869,307
Allowances for doubtful accounts	$ (869,307)
Interest rate	6.00%
Debt default	$ 869,307
Maturity date	Aug. 31, 2019
Continuity logic [Member] | Bridge Loan [Member] | During August, 2019 [Member]
Allowances for doubtful accounts	$ (869,307)

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Term of warrant	36 months
CMS [Member] | Consulting Contract [Member] | Restricted Stock [Member]
Consideration for services, periodic payment		$ 50,000
Frequency of compensation		Monthly
Issuance of shares for services, shares		30,000,000
Issuance of shares for services, amount		$ 1,797,000
Term of warrant		5 years
Issuance of warrants to purchase additional stock		30,000,000
Warrant exercise price		$ 0.20
Fair value of warrants		$ 1,297,570
Amortization period		1 year

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Mar. 31, 2020	Feb. 29, 2020	Jan. 31, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Preferred stock, shares authorized	20,000,000			20,000,000		20,000,000
Common stock, shares outstanding	249,438,540			249,438,540	78,363,863	135,685,981
Preferred stock, par value	$ 0.0001			$ 0.0001		$ 0.0001
Common stock, shares authorized	500,000,000			500,000,000		500,000,000
Common stock, par value	$ 0.0001			$ 0.0001		$ 0.0001
Three Noteholder [Member]
Debt conversion, converted instrument, amount	$ 5,048		$ 33,452	$ 190,000	$ 129,000
Shares issued upon debt conversion	4,589,091		4,401,591	29,370,454	14,929,577
Two Noteholders [Member]
Debt conversion, converted instrument, amount	$ 23,000	$ 26,472	$ 52,000
Shares issued upon debt conversion	6,965,743	9,662,622	6,933,333
Noteholder One [Member]
Debt conversion, converted instrument, amount	$ 42,500		$ 37,000
Shares issued upon debt conversion	6,062,863		4,933,333
Four Noteholders [Member]
Debt conversion, converted instrument, amount				$ 107,676
Shares issued upon debt conversion				14,195,619
John Bode [Member]
Stock issued for services, shares		2,083,333
Stock issued for services, amount		$ 12,500
Twelve Accredited Investor [Member] | 2018-2019 Private Placement [Member]
Issuance of shares to related party, shares	9,625,000
Issuance of shares to related party, amount	$ 1,750,000

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	May 31, 2019	Mar. 31, 2020	Dec. 31, 2019
Debt default		$ 411,361
Notes payable - related party		411,361	$ 228,692
Derivative liability, notes and warrants		2,486,210	4,156,621
Long term convertible note		748,143	700,845
Capital MarketSolutions Llc [Member] | Long Term Convertible Note [Member]
Derivative liability, notes and warrants	$ 463,174
Debt conversion, description	Convertible into our common stock at the lesser of $.20 per share or the Volume Weighted Average Price (VWAP) per share during the 10-day period prior to conversion
Interest rate	6.00%
Proceeds from convertible debt	$ 250,000
Term of warrants	3 years
Long term convertible note		250,000
Michael Brown [Member]
Notes payable - related party		228,692
Michael Brown [Member] | Short term note [Member]
Related party loan		151,146
Debt conversion, converted instrument, amount		126,115
Debt conversion, converted instrument, accrued interest		$ 25,031
Interest rate		6.00%
Michael Brown, CMS and MGA Holdings, LLC [Member]
Related party loan		$ 411,361
CMS [Member] | Consulting Contract [Member] | Restricted Stock [Member]
Consideration for services, periodic payment			$ 50,000
Frequency of compensation			Monthly
Issuance of shares for services, shares			30,000,000
Issuance of warrants to purchase additional stock			30,000,000
CMS and MGA Holdings [Member] | Short term unconvertible note [Member]
Related party loan		260,215
Principal balance		230,442
Acrrued interest		$ 29,773

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Jun. 30, 2020	May 31, 2020	Apr. 30, 2020
Director John B. Bode [Member] | Restricted Stock [Member]
Issuance of shares for services, shares	2,604,167
Two Accredited investor [Member] | Restricted Stock [Member]
Issuance of shares for services, shares		5,000,000
Common stock issued for services, amount		$ 14,500
Accredited Noteholder One [Member]
Shares issued upon conversion of debt	5,000,000		3,653,846
Debt conversion, converted instrument, amount	$ 21,000		$ 9,500
Accredited Noteholder Two [Member]
Shares issued upon conversion of debt	2,175,574		7,172,857
Debt conversion, converted instrument, amount	$ 9,137		$ 10,042
Accredited Noteholder Three [Member]
Shares issued upon conversion of debt			10,000
Debt conversion, converted instrument, amount			$ 2,702,702
Accredited Noteholder Four [Member]
Shares issued upon conversion of debt			20,000
Debt conversion, converted instrument, amount			$ 7,692,307
Payroll Protection Program [Member] | U. S. Small Business Administration [Member]
Rate of interest			1.00%
Term of loan			24 months
Long term loan			$ 177,200