Fision (FSSN) 10-Q 23 Nov 20 2020 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2020	Nov. 20, 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	Sep. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		346,350,759
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 6,113	$ 14,510
Accounts receivable, net	61,230	9,906
Notes Receivable, net of allowance for doubtful accounts	0	0
Prepaid Expenses	0	533,064
Total Current Assets	67,343	557,480
Property and equipment, net	858	2,916
Other Assets:
Goodwill	13,800	13,800
Intellectual property/software code, net of accumulated amortization	35,473	42,813
Deposits	206	25,599
Total Assets	117,680	642,608
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	934,069	2,155,065
Contract liability (customer deposits)	20,000	62,500
Derivative liability	1,333,387	4,156,621
Current portion of long-term debt: SBA/PPP loan	88,600	0
Note payable and accrued interest - related party, net of debt discount of $175,125 and $0 respectively	1,188,735	228,692
Notes payable, net of debt discount of $56,993 and $0 respectively	1,426,872	1,028,845
Total Current Liabilities	4,991,663	7,631,723
Long-Term Liabilities:
Long-Term SBA-PPP loan	88,600	0
Long-Term Convertible Notes Payable, related party, net of debt discount of $79,489 and $0 respectively	69,289
Long-Term Convertible Notes Payable, net of debt discount of $311,214 and $853,261 respectively	229,656	700,845
Total Long-Term Liabilities	387,545	700,845
Total Liabilities	5,379,208	8,332,567
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 346,350,759 and 135,685,981 shares issued and outstanding, at September 30, 2020 and December 31, 2019 respectively	34,635	13,569
Additional paid in capital	25,645,306	24,108,264
Accumulated deficit	(30,941,469)	(31,811,792)
Total Stockholders' Deficit	(5,261,528)	(7,689,959)
Total Liabilities and Stockholders' Deficit	$ 117,680	$ 642,608

CONSOLIDATED BALANCE SHEET (Par

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current Liabilities
Notes payable, net of debt discount	$ 56,993	$ 0
Notes payable, net of debt discount related party	175,125	0
Long-Term Liabilities
Long-Term convertible notes payable, net of debt discount	311,214	853,261
Long-Term convertible notes payable, net of debt discount, related party	$ 79,489	$ 0
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	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	346,350,759	135,685,981
Common stock, shares outstanding	346,350,759	135,685,981

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
REVENUE	$ 83,935	$ 108,021	$ 264,424	$ 376,264
COST OF SALES	22,275	5,135	73,996	56,310
GROSS MARGIN	61,660	102,886	190,428	319,954
OPERATING EXPENSES
Sales and Marketing	2,136	38,998	6,535	363,312
Development and Support	77,404	58,013	273,697	351,452
General and Administrative	92,456	805,886	1,009,239	1,953,838
TOTAL OPERATING EXPENSES	171,996	902,897	1,289,471	2,668,602
OPERATING LOSS	(110,336)	(800,011)	(1,099,043)	(2,348,648)
OTHER INCOME / (EXPENSES)
Interest expense	(144,673)	(478,314)	(617,991)	(1,215,400)
Amortization expense/amortization of debt discount	(94,256)	(293,018)	(198,330)	(1,434,818)
OID, excess derivative expense, goodwill impairment expense and other expenses (income)	0	0	0	(749,533)
Change in fair value of derivatives	1,476,697	(53,176)	2,826,397	32,826
Gain ( Loss) on extinguishment of debt / settlement of debt	0	172,143	(40,482)	(153,532)
Gain on extinguishment of derivative liabilities	0	0	0	1,158,036
Bad debt expense on note receivable	(12,064)	0	(36,194)	(416,026)
Other income (expenses)	11,837	10,952	35,966	119,914
TOTAL OTHER INCOME (EXPENSES)	1,237,541	(641,413)	1,969,366	(2,658,533)
NET INCOME (LOSS)	$ 1,127,205	$ (1,441,424)	$ 870,323	$ (5,007,181)
Net income (loss) per common share:
Basic	$ 0	$ (0.01)	$ 0	$ (0.05)
Diluted	$ 0	$ (0.01)	$ 0	$ (0.05)
Weighted average common shares outstanding:
Basic	324,070,649	120,712,679	264,107,373	103,438,883
Diluted	530,919,257	120,712,679	470,955,981	103,438,883

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated 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, shares		8,622,087
Conversion of notes payable and accrued interest, amount	742,390	$ 862	741,528	0
Net loss	(999,541)			(999,541)
Balance, shares at Mar. 31, 2019		78,363,863
Balance, amount at Mar. 31, 2019	(2,640,096)	$ 7,836	20,866,320	(23,514,252)
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)
Net loss	(5,007,181)
Balance, shares at Sep. 30, 2019		124,453,545
Balance, amount at Sep. 30, 2019	(3,523,121)	$ 12,445	23,986,327	(27,521,893)
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)
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)
Balance, shares at Mar. 31, 2019		78,363,863
Balance, amount at Mar. 31, 2019	(2,640,096)	$ 7,836	20,866,320	(23,514,252)
Stock issued for services, shares		35,245,098
Stock issued for services, amount	2,031,500	$ 3,525	2,027,975	0
Warrants/Options granted for services	352,010	$ 0	352,010	0
Conversion of notes payable and accrued interest, shares		5,044,284
Conversion of notes payable and accrued interest, amount	227,500	$ 504	226,996	0
Net loss	(2,566,217)			(2,566,217)
Balance, shares at Jun. 30, 2019		118,653,245
Balance, amount at Jun. 30, 2019	(2,595,303)	$ 11,865	23,473,301	(26,080,469)
Stock issued for services, shares		590,196
Stock issued for services, amount	16,400	$ 59	16,341	0
Warrants/Options granted for services	398,045	$ 0	398,045	0
Conversion of notes payable and accrued interest, shares		5,210,104
Conversion of notes payable and accrued interest, amount	99,161	$ 521	98,640	0
Net loss	(1,441,424)			(1,441,424)
Balance, shares at Sep. 30, 2019		124,453,545
Balance, amount at Sep. 30, 2019	(3,523,121)	$ 12,445	23,986,327	(27,521,893)
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
Warrants/Options granted for services	324,392	$ 0	324,392
Conversion of notes payable and accrued interest, shares		102,044,226
Conversion of notes payable and accrued interest, amount	646,147	$ 10,204	635,943
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
Net income	78,553			78,553
Balance, shares at Mar. 31, 2020		249,438,540
Balance, amount at Mar. 31, 2020	(6,579,664)	$ 24,944	25,128,631	(31,733,239)
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)
Net loss	870,323
Balance, shares at Sep. 30, 2020		346,350,759
Balance, amount at Sep. 30, 2020	(5,261,528)	$ 34,635	25,645,307	(30,941,469)
Balance, shares at Mar. 31, 2020		249,438,540
Balance, amount at Mar. 31, 2020	(6,579,664)	$ 24,944	25,128,631	(31,733,239)
Stock issued for services, shares		7,604,167
Stock issued for services, amount	27,000	$ 760	26,240
Conversion of notes payable and accrued interest, shares		28,397,286
Conversion of notes payable and accrued interest, amount	79,679	$ 2,840	76,840
Net loss	(335,435)			(335,435)
Balance, shares at Jun. 30, 2020		285,439,993
Balance, amount at Jun. 30, 2020	(6,808,420)	$ 28,544	25,231,711	(32,068,674)
Common stock issued for cash, shares		5,000,000
Common stock issued for cash, amount	50,000	$ 500	49,500
Stock issued for services, shares		5,467,343
Stock issued for services, amount	37,500	$ 547	36,953
Conversion of notes payable and accrued interest, shares		50,443,423
Conversion of notes payable and accrued interest, amount	261,687	$ 5,044	256,643
Net loss	1,127,205
Net income	1,127,205			1,127,205
Warrants/Options granted for sale of stock	70,500		70,500
Balance, shares at Sep. 30, 2020		346,350,759
Balance, amount at Sep. 30, 2020	$ (5,261,528)	$ 34,635	$ 25,645,307	$ (30,941,469)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) for the Period	$ 870,323	$ (5,007,181)
Reconciliation of net income (loss) to net cash used in operating activities:
Common stock issued for services	77,000	2,102,400
Amortization of pre-paid stock issued	525,368	0
Depreciation and amortization	9,397	9,680
True-up and penalty shares issued	48,703	0
Stock warrants/stock options issued	394,893	898,255
Gain on fair value of derivative liabilities	(2,826,397)	(32,824)
Excess derivative expense	0	749,533
Loss on extinguishment of debt/gain on settlement of debt	40,482	153,532
Gain on extinguishment of derivative liability due to convertible note conversions	0	(1,158,036)
Bad debt expense on note receivable	36,194	416,026
Amortization of debt discount	190,991	1,434,818
Changes in Operating Assets and Liabilities (Increase) decrease in:
Accounts receivable	(51,324)	14,107
Other current assets	25,393	(17,546)
Change in interest receivable	(36,193)	(30,568)
Prepaid expenses	7,696	(1,005,859)
Increase (decrease) in:
Accounts payable, accrued expenses and other current liabilities	499,012	358,456
Contract liability	(42,500)	(25,412)
Net Cash Used in Operating Activities	(230,962)	(1,140,620)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Used In Investing Activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on note payable	(75,000)	(343,000)
Proceeds from note payable	75,000	1,037,000
Proceeds from SBA-PPP loan	177,200	0
Proceeds from related party notes	0	7,500
Repayments for related party notes and line of credit	(4,635)	(2,100)
Proceeds from issuance of common stock	50,000	350,000
Net Cash Provided by Financing Activities	222,565	1,049,400
Net (Decrease) Increase in Cash	(8,397)	(91,220)
Cash at Beginning of Period	14,510	121,900
Cash at End of Period	6,113	30,680
Cash paid during period:
Interest		0
Noncash operating and financing activities:
Accrued interest increasing notes payable	12,064	12,078
Derivatives recorded as debt discount	276,876	1,105,713
Conversion of debt and accrued interest to common stock	987,513	1,068,872
Conversion of accrued salaries and accrued expenses to convertible notes payable, related party	1,091,356	0
Conversion of accrued salaries and accrued expenses to convertible notes payable	$ 527,554	$ 0

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2020
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	FISION Corporation, a Delaware corporation (the “Company”) was incorporated under a former name 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 in 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 consolidated 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 consolidated financial statements are adequate to make the information not misleading. Although these interim consolidated financial statements for the three-month and nine-month periods ended September 30, 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 periods 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 consolidated financial statements should be read and considered in conjunction with our audited consolidated 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. Principles of Consolidation 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 sales, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative liabilities, development costs, impairment of long-lived assets, and the valuation allowance for deferred 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 September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020, three customers exceeded 10% of our revenues, including one for 12.5% of revenues, one for 22% of revenues, and one for 47% of revenues. We face the material risk factor that a significant reduction for any reason in the use of our software solutions by one of these major customers would 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 on leases and has evaluated the impact of ASU 2016-02 on the Company’s financial statements and disclosures, and currently does not believe that its application will have a material impact on its consolidated financial statements. As of September 30, 2020, the Company had no leases, and pays for a virtual office on a month-to-month basis. Income Loss) Per Common Share Earnings per Share For the nine months ended September 30, 2020 2019 Net income (loss) $ 870,323 $ (5,007,181 ) Adjustments for diluted earnings: Income (Loss) per share: Basic $ 0.00 $ (0.05 ) Diluted $ 0.00 $ (0.05 ) Weighted average shares outstanding: Basic 264,107,373 103,438,883 Diluted 470,955,981 103,438,883 For the nine months ended September 30, 2020 and September 30, 2019, there were 206,848,608 and 57,726,412 potentially dilutive securities respectively, 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 Black Scholes model to measure the fair value of options and warrants. Recently Issued Accounting Pronouncements See above “Revenue Recognition” and “Lease Accounting” sections in this Note 1. 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	9 Months Ended
	Sep. 30, 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 September 30, 2020 we had a working capital deficiency of $4,924,320 and an accumulated deficit of $30,941,469, and the Company had an operating loss of $1,099,043 for the nine months ended September 30, 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 can 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	9 Months Ended
	Sep. 30, 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 September 30, 2020: Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,333,387 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 Dec 31, 2019 Additions Change in fair Value Extinguishment Fair Value Sept 30, 2020 Derivative liability $ 4,156,621 $ 276,876 $ (2,826,397 ) $ (273,713 ) $ 1,333,387 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 expensed in these financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exercise price $. 0049-.00165 Expected Volatility 354 % Expected Term Due on demand to 36 mos. Risk free interest rate 0.16%-0.18 % 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	9 Months Ended
	Sep. 30, 2020
NOTES PAYABLE
NOTE 4 - NOTES PAYABLE	At September 30, 2020, we were indebted under various Notes Payable with interest rates of 1% to 15% in the total amount of $3,714,573, including a COVID-related PPP SBA loan of $177,200, related-party Notes payable of $1,258,024, net of debt discount of $254,614 (of which $272,504 is in default), short-term convertible Notes mostly in default of $1,426,872 net of debt discount of $56,993, and long-term convertible notes of $229,656 net of debt discount of $311,214. During the period ending September 30, 2020, related parties converted outstanding accrued expenses into some of the notes described above. Michael Brown, a director and our former CEO, converted accrued salaries and funds put into the Company into new convertible Notes of $491,356. Capital Market Solutions, LLC converted its $600,000 of accrued and unpaid consulting fees into a new short-term convertible note, 5% simple interest rate, maturing on July 31, 2021, for a total of $600,000. These related party notes have conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP). (See Footnote 8). Other creditors converted outstanding accrued expenses into notes described above, including accrued salaries and outsourced development and technology consulting fees of $527,554 with conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP).

NOTES RECEIVABLE

NOTES RECEIVABLE	9 Months Ended
	Sep. 30, 2020
NOTES RECEIVABLE
NOTE 5 - NOTES RECEIVABLE	The Company had no notes receivable balance, due to an allowance for doubtful accounts, at September 30, 2020 and December 31, 2019. Sept. 30, 2020 Dec. 31, 2019 Notes receivable $ 804,300 $ 804,300 Accrued interest 89,135 52,942 Total $ 893,435 $ 857,242 Less allowance for doubtful accounts (893,435 ) (857,242 ) Notes receivable, net $ - $ - While the failed Continuity Logic merger was pending, the Company made various bridge loans to Continuity Logic for working capital purposes, of which a total balance including accrued interest of $893,435 is still outstanding and in default as of September 30, 2020. 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, and in 2019 the Company commenced a Complaint against Continuity Logic LLC regarding the unpaid balance of these Notes Receivable. Court action is ongoing, while we also pursue reasonable collection activities. Due to the uncertainty of obtaining payment for these Notes, however, the Company has created an allowance for doubtful accounts of the entire amount of this Continuity Logic receivable, resulting in no balance being recorded in our outstanding Notes Receivable. 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. Additionally, the Company commenced an involuntary bankruptcy petition for Continuity Logic LLC, as to expedite the collection efforts, whereby a Trustee in the United States Bankruptcy Court, District of New Jersey will be appointed to oversee all collection matters.

COMMITMENTS CONTINGENCIES

COMMITMENTS CONTINGENCIES	9 Months Ended
	Sep. 30, 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 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, the one-year term and all other provisions of this CMS consulting agreement expired. COVID-19 The Company was involved in litigation with its former office landlord involving a dispute over the amount of past due rent, which has now been settled requiring the Company to pay $12,000 to the landlord during this fourth quarter of 2020. The Company has booked this liability in Accounts Payable on the balance sheet.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2020
STOCKHOLDERS' DEFICIT
NOTE 7 - STOCKHOLDERS' DEFICIT	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 September 30, 2019 there were 124,453,545 outstanding shares of common stock and no outstanding shares of preferred stock. At September 30, 2020 there were 346,350,759 outstanding shares of common stock and no outstanding shares of preferred stock. During the nine months ended September 30, 2019, we completed the following equity transactions: In February 2019 we issued 300,000 common shares valued at $26,730 for advisory services to be provided to us during February-April 2019. In February 2019 we also issued 62,500 common shares to our independent director, John Bode for his service as a director in the fourth quarter of his first year of service, and we also granted him $12,500 worth of our common stock vesting at the end of each quarter of his second year as a director, in consideration for his agreement to serve as a director for the year commencing March 1, 2019. During January-March 2019 we received proceeds of $350,000 from certain accredited investors who made payments of their second tranche under our recent private placement, for which we issued to them a total of 1,750,000 purchased common shares and 175,000 advisory common shares, pursuant to the terms of a Securities Purchase Agreement as an Advisory Fee based on ten percent of the shares purchased in this private placement. During February-March 2019 we issued an aggregate of 8,622,087 common shares and two-year warrants to purchase an aggregate of 3,182,834 common shares (exercisable at $.20 per share and valued at $63,502 under Black-Scholes pricing) to noteholders who converted their outstanding notes in the amount of $742,391, with the conversion prices and warrant terms based on specific terms contained in the notes. In March 2019, we also issued three-year warrants to purchase an aggregate of 1,750,000 common shares exercisable at $.20 per share (with a Black-Scholes model value of $59,121 and recorded as a debt discount), in connection with a convertible debt offering of $350,000 to five accredited investors and bearing interest at 6% per annum during the five-year term of these notes, and also being convertible into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares during the ten days prior to conversion. In March 2019, we recognized an option and warrant expense of $148,199 for certain employee stock options previously granted to our employees. In April 2019 we entered into a one-year consulting contract in consideration for our payment to the consultant of $50,000 monthly, 30 million shares of our common stock, and a five-year warrant to acquire an additional 30 million shares for $.20 per share. See foregoing Note 8. In April-May 2019, we issued an aggregate of 3,284,284 shares of our common stock to two noteholders who converted total outstanding Notes in the amount of $51,500, with the conversion price based on specific terms contained in the Notes. In addition, we issued an aggregate of 5,000,000 common shares valued at $222,000 for advisory services to be provided to us during one year advisory agreements. In May 2019 we issued 245,098 restricted common shares valued at $12,500 to our independent director for three months service on our Board of Directors. In June 2019, three noteholders converted $176,000 of outstanding Notes owed to them into an aggregate of 1,760,000 common shares, with the conversion prices based on specific terms contained in these Notes. In July 2019, we issued 100,000 restricted common shares valued at $3,900 to an individual accredited investor in consideration for making a loan to us in the amount of $75,000, having an interest rate of 6% per annum, and maturing on January 18, 2020. In August 2019 a Noteholder who is an accredited investor converted $80,162 of outstanding Notes into an aggregate of 2,676,771 common shares, with the conversion price based on specific terms contained in the Note. In August 2019, we issued 490,196 restricted common shares valued at $12,500 to our independent director for three months service on our Board of Directors. In September 2019 a Noteholder who is an accredited investor converted $19,000 of outstanding Notes into an aggregate of 2,533,333 common shares, with the conversion price based on specific terms contained in the Note. During the nine months ended September 30, 2020, we completed the following equity transactions: Pursuant to independent director agreements, in February 2020 we issued 2,083,333 restricted common shares valued at $12,500 to John Bode, an independent director, for three months service as a director, and in June 2020 we issued him 2,604,167 restricted common shares valued at $12,500 for three months service as a director. 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. 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 August-September 2020 we issued the following restricted common shares for services as a director pursuant to independent director agreements: i) 675,676 shares valued at $12,500 to John Bode for three months services from June-September 2020, and ii) 4,791,667 shares valued at $25,000 to Gregory Nagel for six months services from April-September 2020. Note Conversions 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 $107,675.63 of outstanding Notes into an aggregate of 14,195,619 shares, which Notes were originally issued in February 2018. 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. In April 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows: 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, a Noteholder converted a $21,000 portion of an outstanding Note into 5,000,000 shares; and another Noteholder converted a $9,137 portion of an outstanding Note into 2,175,574 shares. In July 2020, seven Noteholders converted a total of $166,832 of outstanding Notes into an aggregate of 33,218,160 shares, which Note amounts were purchased by them in private transactions from Capital Market Solutions, LLC (“CMS”), the original holder of the Notes and its controlling member is an affiliate of the Company. In August 2020, two Noteholders converted a total of $94,856 of outstanding Notes into an aggregate of 17,225,263 shares. Private Placement Transaction --

RELATED PARTY

RELATED PARTY	9 Months Ended
	Sep. 30, 2020
RELATED PARTY
NOTE 8 - RELATED PARTY	During the nine months ended September 30, 2020 we issued a total of 10,154,843 shares of our restricted common stock to our two independent directors, John Bode and Gregory Nagel, for director services. (See Note 7). Our Notes Payable as of September 30, 2020 include convertible Notes of $560,646 owed to Michael Brown, a director and our former CEO, related to unpaid past salary compensation and funds put into the Company, payable at maturity on June 30, 2021, 5% interest rate, and convertible into our common stock at the greater of $0.05 per share or a 10-day Volume Weighted Average Price (VWAP). 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. CMS also has additional short-term nonconvertible notes for a total of $76,111, which are in default as of September 30, 2019. CMS also converted its $600,000 of accrued and unpaid consulting fees into a new short-term convertible note, 5% simple interest rate, maturing on July 31, 2021, for a total of $600,000, with conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP). MGA Holdings, owned and/or controlled by affiliate William Gerhauser, has a nonconvertible Note for $82,500 which is in default as of September 30, 2020. Ignition Capital LLC, owned and controlled by William Gerhauser, also has convertible long-term Notes in the total amount of $148,778, which mature in 2022.

COVID-19 LOAN

COVID-19 LOAN	9 Months Ended
	Sep. 30, 2020
COVID-19 LOAN
NOTE 9 - COVID-19 LOAN	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, office costs and utilities may be subject to loan forgiveness under the terms of the SBA/PPP program.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2020
SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS	As of the date of this interim report on Form 10-Q, the Company had the following material event subsequent to September 30, 2020. Effective November 19, 2020, the Company acquired 100% of the membership interests of both Ft. Myers ASC LLC (“ASC”) and ASC SoftDev LLC (“SoftDev”), both Florida limited liability corporations, from Capital Market Solutions, LLC (“CMS”), a Delaware limited liability corporation, pursuant to the terms of a Transfer Agreement of the same date between the Company and CMS. CMS is the Company’s largest shareholder, and the sole owner of CMS is William Gerhauser, who is a director of the Company. Independent and disinterested directors of the Company approved the terms of the Transfer Agreement. A form 8K was filed with the U.S. Securities and Exchange Commission on November 19, 2020, whereby a copy of the Transfer Agreement was attached as Exhibit No. 10.1 to the 8K filing. ASC was formed for the purpose of owning and operating an ambulatory surgery center, which is a medical facility that specialize in elective same-day or outpatient surgical procedures, but does not offer emergency and are also known as surgi-centers. ASC has engaged eight different specialist consultants, including, lawyers, tax advisors, software designers, ASC design and operation specialists, and has signed a commercial lease with a Landlord for the building where the ASC will operate, which lease is for approximately 20,000 square feet of space and for a term of 17 years with an option for an additional 15 years. The consideration for part of the lease payments and consulting contracts was the issuance of notes convertible into common shares of the Company stock in the aggregate amount of $700,000. SoftDev was formed for the purpose engaging in software development relating to ambulatory surgery centers, including without limitation ASC. SoftDev has engaged software development consultants and other experts to assist in the development of the business, including without limitation of Rubicon Software Ltd.

ORGANIZATION AND SIGNIFICANT _2

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2020
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying consolidated financial statements are unaudited. These unaudited consolidated 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 consolidated financial statements are adequate to make the information not misleading. Although these interim consolidated financial statements for the three-month and nine-month periods ended September 30, 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 periods 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 consolidated financial statements should be read and considered in conjunction with our audited consolidated 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.
Principles of Consolidation	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 sales, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative liabilities, development costs, impairment of long-lived assets, and the valuation allowance for deferred 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 September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020, three customers exceeded 10% of our revenues, including one for 12.5% of revenues, one for 22% of revenues, and one for 47% of revenues. We face the material risk factor that a significant reduction for any reason in the use of our software solutions by one of these major customers would 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 on leases and has evaluated the impact of ASU 2016-02 on the Company’s financial statements and disclosures, and currently does not believe that its application will have a material impact on its consolidated financial statements. As of September 30, 2020, the Company had no leases, and pays for a virtual office on a month-to-month basis.
Income (Loss) Per Common Share	Earnings per Share For the nine months ended September 30, 2020 2019 Net income (loss) $ 870,323 $ (5,007,181 ) Adjustments for diluted earnings: Income (Loss) per share: Basic $ 0.00 $ (0.05 ) Diluted $ 0.00 $ (0.05 ) Weighted average shares outstanding: Basic 264,107,373 103,438,883 Diluted 470,955,981 103,438,883 For the nine months ended September 30, 2020 and September 30, 2019, there were 206,848,608 and 57,726,412 potentially dilutive securities respectively, 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 Black Scholes model to measure the fair value of options and warrants.
Recently Issued Accounting Pronouncements	See above “Revenue Recognition” and “Lease Accounting” sections in this Note 1. 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)	9 Months Ended
	Sep. 30, 2020
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Schedule of earnings per share basic and diluted	For the nine months ended September 30, 2020 2019 Net income (loss) $ 870,323 $ (5,007,181 ) Adjustments for diluted earnings: Income (Loss) per share: Basic $ 0.00 $ (0.05 ) Diluted $ 0.00 $ (0.05 ) Weighted average shares outstanding: Basic 264,107,373 103,438,883 Diluted 470,955,981 103,438,883
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)	9 Months Ended
	Sep. 30, 2020
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value, Assets Measured on Recurring Basis	Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,333,387
Fair value on recurring basis significant unobservable	Fair Value Dec 31, 2019 Additions Change in fair Value Extinguishment Fair Value Sept 30, 2020 Derivative liability $ 4,156,621 $ 276,876 $ (2,826,397 ) $ (273,713 ) $ 1,333,387
Schdule of fair value measurement of liabilities	Exercise price $. 0049-.00165 Expected Volatility 354 % Expected Term Due on demand to 36 mos. Risk free interest rate 0.16%-0.18 % Expected dividends -

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2020
NOTES RECEIVABLE (Tables)
Schedule of notes receivable	Sept. 30, 2020 Dec. 31, 2019 Notes receivable $ 804,300 $ 804,300 Accrued interest 89,135 52,942 Total $ 893,435 $ 857,242 Less allowance for doubtful accounts (893,435 ) (857,242 ) Notes receivable, net $ - $ -

ORGANIZATION AND SIGNIFICANT _4

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended					9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Net Income (Loss) for the Period	$ 1,127,205	$ (335,435)	$ (1,441,424)	$ (2,566,217)	$ (999,541)	$ 870,323	$ (5,007,181)
Income (Loss) per share:
Basic	$ 0		$ (0.01)			$ 0	$ (0.05)
Diluted						$ 0	$ (0.05)
Weighted average shares outstanding:
Basic	324,070,649		120,712,679			264,107,373	103,438,883
Diluted						470,955,981	103,438,883

ORGANIZATION AND SIGNIFICANT _5

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 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) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Anti-dilutive securities excluded from calculation	206,848,608	57,726,412
Concentration Risk, Percentage	10.00%
Customer One [Member]
Concentration Risk, Percentage	12.50%
Customer Two [Member]
Concentration Risk, Percentage	22.00%
Customer Three [Member]
Concentration Risk, Percentage	47.00%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
GOING CONCERN
Accumulated deficit	$ (30,941,469)		$ (30,941,469)		$ (31,811,792)
Operating loss	(110,336)	$ (800,011)	(1,099,043)	$ (2,348,648)
Working capital deficiency	$ (4,924,230)		$ (4,924,230)

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)	Sep. 30, 2020USD ($)
Level 1 [Member]
Derivative Liability	$ 0
Level 2 [Member]
Derivative Liability	0
Level 3 [Member]
Derivative Liability	$ 1,333,387

FAIR VALUE OF FINANCIAL INSTR_4

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1)	9 Months Ended
	Sep. 30, 2020USD ($)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative liability, beginning	$ 4,156,621
Additions	276,876
Change in fair value	(2,826,397)
Extinguishment	(273,713)
Derivative liability, ending	$ 1,333,387

FAIR VALUE OF FINANCIAL INSTR_5

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)	9 Months Ended
	Sep. 30, 2020USD ($)$ / shares
Expected term	36 months
Expected dividends | $	$ 0
Expected volatility	354.00%
Minimum [Member]
Risk free interest rate	0.16%
Exersice price	$ .0049
Maximum [Member]
Risk free interest rate	0.18%
Exersice price	$ .00165

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Note payables	$ 3,714,573
Simple interest rate		5.00%
Conversion of accrued salaries and accrued expenses to convertible notes payable	527,554	$ 0
Maturiry date		Jul. 31, 2021
Conversion price description		a total of $600,000, with conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP).
Proceeds from SBA-PPP loan	177,200	$ 0
Related-party Notes payable	175,125		$ 0
Long-Term Convertible Notes Payable, net of debt discount	311,214		853,261
Long-Term Convertible Notes Payable, net of debt discount	69,289
Notes payable, net of debt discount	1,426,872		1,028,845
Notes payable, net of debt discount	56,993		$ 0
Payroll Protection Program [Member]
Proceeds from SBA-PPP loan	177,200
New Convertible Notes [Member]
Converted accrued salaries	491,356
Notes payable [Member]
Debt discount	254,614
Related-party Notes payable	1,258,024
Long-Term Convertible Notes Payable, net of debt discount	311,214
Long-Term Convertible Notes Payable, net of debt discount	229,656
Debt default	272,504
Notes payable, net of debt discount	1,426,872
Notes payable, net of debt discount	$ 56,993
Notes payable [Member] | Minimum [Member]
Simple interest rate	1.00%
Notes payable [Member] | Maximum [Member]
Simple interest rate	15.00%
Capital Market Solutions, LLC [Member]
Conversion of accrued and unpaid consulting fees	$ 600,000
Total consulting fees	$ 600,000
Simple interest rate	5.00%
Conversion of accrued salaries and accrued expenses to convertible notes payable	$ 527,554
Maturiry date	Jul. 31, 2021
Conversion price description	These related party notes have conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP). (See Footnote 8). Other creditors converted outstanding accrued expenses into notes described above, including accrued salaries and outsourced development and technology consulting fees of $527,554 with conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP).

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
NOTES RECEIVABLE (Tables)
Note receivable	$ 804,300	$ 804,300
Accrued interest	89,315	52,942
Total	893,435	857,242
Less allowance for doubtful accounts	(893,435)	(857,242)
Note receivables, net	$ 0	$ 0

NOTES RECEIVABLE (Details Narra

NOTES RECEIVABLE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Total	$ 893,435		$ 857,242
Maturity date		Jul. 31, 2021
Continuity logic [Member] | Bridge Loan [Member]
Interest rate	6.00%
Total	$ 893,435
Maturity date	Aug. 31, 2019

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended						9 Months Ended	12 Months Ended
	Apr. 30, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Dec. 31, 2019
Litigation settlement Amount								$ 12,000
Issuance of shares for services, amount		$ 37,500	$ 27,000	$ 12,500	$ 16,400	$ 2,031,500	$ 54,500
Term of warrant								36 months
Consulting Contract [Member]
Issuance of shares for services, shares	30,000,000
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 DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended																		2 Months Ended		3 Months Ended						9 Months Ended
	Aug. 31, 2020	Jul. 31, 2020	Jun. 30, 2020	May 31, 2020	Apr. 30, 2020	Mar. 31, 2020	Feb. 29, 2020	Jan. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Aug. 31, 2019	Jul. 31, 2019	Jun. 30, 2019	May 31, 2019	Apr. 30, 2019	Mar. 31, 2019	Feb. 28, 2019	Feb. 28, 2018	May 31, 2019	Mar. 31, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Preferred stock, shares authorized									20,000,000												20,000,000						20,000,000
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
Common stock, shares outstanding									135,685,981	124,453,545											346,350,759			124,453,545			346,350,759	124,453,545
Option and warrant expenses																$ 148,199
Private placement investement						$ 1,750,000
Restricted common shares issued						9,625,000
Convertible notes									$ 228,692												$ 1,188,735						$ 1,188,735
Common shares issued																					$ 37,500	$ 27,000	$ 12,500	$ 16,400	$ 2,031,500	$ 54,500
Debt discount																											190,991	$ 1,434,818
Proceeds from issuance of loan																											177,200	$ 0
Maturity date, loan																												Jul. 31, 2021
Noteholder [Member]
Shares issued upon debt conversion			5,000,000			6,062,863		4,933,333
Debt conversion, converted instrument, amount			$ 21,000			$ 42,500		$ 37,000
Convertible Notes [Member] | Three year warrants [Member]
Term of warrants																3 years
Shares issued upon debt conversion																										1,750,000
Convertible notes																$ 350,000				$ 350,000						$ 350,000
Rate of interest, loan																6.00%
Warrant exercise price																$ 0.20				$ 0.20						$ 0.20
Debt discount																$ 59,121
During February-March 2019 [Member] | Convertible Notes [Member] | Two year warrants [Member]
Term of warrants																				2 years
Shares issued upon debt conversion																				8,622,087
Convertible notes																$ 742,391				$ 742,391						$ 742,391
Warrant exercise price																$ 0.20				$ 0.20						$ 0.20
Shares reserved for future issuance against warrants, shares																				3,182,834
Shares reserved for future issuance against warrants, amount																				$ 63,502
Three Noteholders [Member]
Shares issued upon debt conversion						4,589,091		4,401,591					1,760,000			14,929,577							29,370,454
Debt conversion, converted instrument, amount						$ 5,048		$ 33,452								$ 129,000							$ 190,000
Convertible notes													$ 176,000												$ 176,000
Four Noteholders [Member]
Shares issued upon debt conversion																		14,195,619
Debt conversion, converted instrument, amount																		$ 107,676
Gregory Nagel [Member] | April September 2020 [Member]
Restricted shares issued, amount																											$ 25,000
Restricted shares issued for service renderred, shares																											4,791,667
Two Noteholder [Member]
Shares issued upon debt conversion	17,225,263						9,662,622
Debt conversion, converted instrument, amount	$ 94,856						$ 26,472
Noteholder One [Member]
Shares issued upon debt conversion			2,175,574			6,965,743		6,933,333
Debt conversion, converted instrument, amount			$ 9,137			$ 23,000		$ 52,000
Director [Member]
Restricted common shares issued			2,604,167
Restricted shares issued, amount			$ 12,500
Two Accredited Noteholder [Member]
Shares issued upon debt conversion					2,702,702
Debt conversion, converted instrument, amount					$ 10,000
Accredited Noteholder [Member]
Shares issued upon debt conversion					3,653,846				7,692,307	2,533,333
Debt conversion, converted instrument, amount					$ 9,500				$ 20,000	$ 19,000
Convertible notes											$ 80,162
Common stock reserved for future issuance, shares											2,676,771
Two Noteholders [Member] | During April-May 2019 [Member]
Shares issued for service renderred, shares																			5,000,000
Shares issued upon debt conversion																			3,284,284
Convertible notes														$ 51,500					$ 51,500
Common shares issued																			$ 222,000
Accredited Noteholder One [Member]
Shares issued upon debt conversion					7,172,857
Debt conversion, converted instrument, amount					$ 10,042
Independent Director [Member]
Restricted shares issued, amount											$ 12,500			$ 12,500
Restricted shares issued for service renderred, shares											490,196			245,098
Individual Accredited Investor [Member]
Restricted shares issued, amount												$ 3,900
Rate of interest, loan												6.00%
Restricted shares issued for service renderred, shares												100,000
Proceeds from issuance of loan												$ 75,000
Maturity date, loan												Jan. 18, 2020
Accredited Investor [Member] | Advisory Fee [Member]
Restricted shares issued, amount				$ 500,000
Restricted shares issued for service renderred, shares				14,500
Accredited Investor [Member]
Proceeds from private placement transaction																$ 350,000
Common stock, shares issued																1,750,000
Board of Directors [Member]
Common stock shares vested quarterly																	62,500
Private Placement [Member] | Accredited Private Investor [Member]
Restricted common shares issued	5,000,000
Proceeds from private placement transaction	$ 50,000
Term of warrants	2 years
Issuance of warrants to purchase additional stock, shares	5,000,000
Issuance of warrants to purchase additional stock, price per share	$ 0.10
Issuance of warrants to purchase additional stock, amount	$ 70,500
John Bode [Member]
Restricted common shares issued							2,083,333
Shares issued for service renderred, shares																	62,500
Restricted shares issued, amount							$ 12,500
Common shares issued																	$ 12,500
John Bode [Member] | June-September 2020 [Member]
Restricted shares issued, amount																											$ 12,500
Restricted shares issued for service renderred, shares																											675,676
Advisory Service [Member]
Shares issued for service renderred, shares																										175,000
Advisory Service [Member] | During February-April 2019 [Member]
Shares issued for service renderred, shares																	300,000
Common shares issued																	$ 26,730
Seven Noteholders [Member] | Capital Market Solutions, LLC [Member]
Shares issued upon debt conversion		33,218,160
Debt conversion, converted instrument, amount		$ 166,832
Consulting contract [Member]
Shares issued for service renderred, shares															30,000,000
Term of warrants															5 years
Shares reserved for future issuance against warrants, shares															30,000,000
Consulting fee, monthly															$ 50,000
Price per share															$ .20

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2019	Apr. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Short term non convertible notes payable				$ 76,111
Interest rate				5.00%
Debt conversion, description				a total of $600,000, with conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP).
Maturity date, loan				Jul. 31, 2021
Accrued interest				$ 600,000
Long term convertible notes			$ 229,656		$ 700,845
Notes payable			1,426,872		1,028,845
Derivative liability, notes and warrants			1,333,387		$ 4,156,621
Capital Market Solutions, LLC [Member] | Long Term Convertible Note [Member]
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
Derivative liability, notes and warrants	$ 463,174
Interest rate	6.00%
Proceeds from convertible debt	$ 250,000
Term of warrants	3 years
William Gerhauser [Member]
Short term non convertible notes payable			82,500
Notes payable			$ 148,778
Director [Member]
Restricted common stock shares			10,154,843
Consulting contract [Member]
Shares issued for service renderred, shares		30,000,000
Term of warrants		5 years
CMS [Member] | Consulting contract [Member] | Restricted Stock [Member]
Issuance of warrants to purchase additional stock					30,000,000
Consideration for services, periodic payment					$ 50,000
Long term convertible notes			$ 250,000
Frequency of compensation					Monthly
Shares issued for service renderred, shares					30,000,000
Michael Brown [Member] | Short term note [Member]
Interest rate			5.00%
Maturity date, loan			Jun. 30, 2021
Related party loan			$ 560,646
Debt instrument price per share			$ 0.05

COVID-19 LOAN (Details Narrativ

COVID-19 LOAN (Details Narrative) - Payroll Protection Program [Member]	1 Months Ended
	Apr. 30, 2020USD ($)
Long tern loan under payroll protection program	$ 177,200
Term of loan	24 months
Interest rate	1.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Nov. 19, 2020USD ($)ft²
Ownership interest	100.00%
Lease term description	a term of 17 years with an option for an additional 15 years.
Proceeds from issuance of convertible note | $	$ 700,000
Lease area | ft²	20,000