10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2021

Or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 000-52490

Beyond Commerce, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0512515
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

3773 Howard Hughes Pkwy, Suite 500

Las Vegas, Nevada 89169

(Address of Principal Executive Offices)

(702) 675-8022

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically a every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐    No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At November 11, 2021, the registrant had 11,215,167,415 shares of common stock outstanding.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4. CONTROLS AND PROCEDURES	26
PART II – OTHER INFORMATION	27
ITEM 1. LEGAL PROCEEDINGS	27
ITEM 1A. RISK FACTORS	27
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4. MINE SAFETY DISCLOSURES	28
ITEM 5. OTHER INFORMATION	28
ITEM 6. EXHIBITS	29
SIGNATURES	30

2

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Beyond Commerce, Inc.

UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED

September 30, 2021 AND 2020

3

BEYOND COMMERCE, INC.

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 (Unaudited)		5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE-MONTHS PERIODS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited)		6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTHS PERIODS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited)		7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE-MONTHS PERIODS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited)		8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)		9

4

BEYOND COMMERCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash & cash equivalents	$	303,573		$	84,262
Accounts receivable, net		959,514			1,169,486
Other current assets		11,685			23,123
Total current assets		1,274,772			1,276,871
Operating Lease right of use asset		68,945			97,008
Property, equipment, and software - net		27,796			39,245
Intangible asset- net		2,352,674			2,657,458
Goodwill		1,299,144			1,299,144
Total assets:	$	5,023,331			5,369,726
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	553,203		$	892,557
Operating Lease Liability, current		46,062			41,326
Accrued Interest		892,105			699,344
Accrued payroll & related items		126,806			1,402,714
Accrued loss contingency		871,656			-
Derivative liability		424,048			1,005,617
Short-term borrowings – net of discount		1,731,428			2,929,983
Short-term borrowings- related party		1,500,000			54,000
Total current liabilities		6,145,308			7,025,541
Long-term borrowings – net of discount		3,344,951			3,152,580
Operating lease liability, noncurrent		31,184			66,421
Total liabilities		9,521,443			10,244,542
Commitments and Contingencies
Stockholders Equity:
Preferred stock series A, $0.001 par value of 250 shares authorized and 249.9999 and 249.9999 shares issued and outstanding, respectively.		-			-
Preferred stock Series B, $0.001 par value of 51 shares authorized and 51 and 33 shares issued and outstanding, respectively.		-			-
Preferred Stock series C, $0.001 par value of 50,000,000 authorized and 1,312,905 and 0 shares issued and outstanding, respectively		1,313			-
Common stock, $0.001 par value, 30,000,000,000 shares authorized, 7,854,877,415 and 3,410,355,200 issued and outstanding, respectively.		7,854,877			3,410,355
Additional paid in capital		55,000,137			50,263,645
Accumulated deficit		(67,437,753	)		(58,645,834	)
Deficit attributable to Beyond Commerce, Inc stockholder		(4,581,426	)		(4,971,834	)
Equity attributable to noncontrolling interest		83,314			97,018
Total stockholders’ deficit		(4,498,112	)		(4,874,816	)
Total liabilities and stockholders’ deficit	$	5,023,331		$	5,369,726

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

BEYOND COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

	For the three months ended September 30, 2021			For the three months ended September 30, 2020			For the nine months ended September 30, 2021			For the nine months ended September 30, 2020
Revenues	$	1,024,501		$	983,155		$	3,258,619		$	3,012,754
Operating expenses
Cost of revenue		287,439			326,452			1,008,503			996,889
Selling, general and administrative		158,057			234,742			542,120			886,894
Payroll expense		619,659			640,557			2,122,789			1,897,723
Professional Fees		369,674			328,952			1,145,851			792,693
Depreciation and amortization		105,412			124,253			316,233			371,899
Total operating expenses		1,540,241			1,654,956			5,135,496			4,946,098
Loss from operations		(515,740	)		(671,801	)		(1,876,877	)		(1,933,344	)
Non-operating income (expense)
Interest expense		(189,830	)		(638,720	)		(456,947	)		(1,542,467	)
Amortization of debt discount		(26,562	)		(72,113	)		(79,686	)		(620,764	)
Derivative related expenses		-			(100,452	)		(2,944,750	)		(1,352,527	)
Change in derivative liability		(223,676	)		(6,246,363	)		507,678			(5,219,055	)
Loss on extinguishment of debt		(1,131,856	)		-			(5,088,555	)		-
Gain on forgiveness of PPP Loan		628,403			-			1,133,514			-
Total non-operating income (expense)		(943,521	)		(7,057,648	)		(6,928,746	)		(8,734,813	)
Loss from continuing operations before income tax		(1,459,261	)		(7,729,449	)		(8,805,623	)		(10,668,157	)
Income from discontinued operation, net of tax		-			-			-			350,700
Provision for income tax		-			-			-			-
Consolidated net loss	$	(1,459,261	)	$	(7,729,449	)	$	(8,805,623	)	$	(10,317,457	)
Amounts Attributable to Noncontrolling and Controlling Interest
Consolidated net income (loss) attributable to:
Noncontrolling interest	$	(4,587	)	$	(4,410	)	$	(13,704	)	$	(31,825	)
Consolidated net loss, controlling interest	$	(1,454,674	)	$	(7,725,039	)	$	(8,791,919	)	$	(10,285,632	)
Net income (loss) per common share-basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average shares of capital outstanding – basic and diluted		6,844,198,467			2,927,661,679			3,710,228,168			2,129,022,445

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

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BEYOND COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE AND -MONTHS PERIODS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

	2021			2020
Net (loss)	$	(8,805,623	)	$	(10,317,457	)
(Income) from discontinued operations		-			(350,700	)
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		263,700			190,450
Loss on derivative		2,944,750			2,238,451
Amortization of debt discount		-			620,764
Loss on extinguishment of debt		5,088,555			-
Gain on forgiveness of PPP loan		(1,133,514	)		-
Interest default and accretion addition to notes payable		94,686			-
Depreciation and amortization		316,233			371,889
Change in derivative liability		(507,678	)		5,219,055
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		209,972			247,256
(Increase) decrease in other current assets		39,502			(31,055	)
Increase (decrease) in accounts payable		(339,358	)		161,561
Increase (decrease) in payroll liabilities		(36,108	)		418,869
Increase (decrease) in other current liabilities		400,510			310,834
Net cash provided by (used in) in operating activities.		(1,464,373	)		(920,073	)
Cash flows from investing activities :
Acquisition of property and equipment		-			(16,230	)
Net cash used in investing activities		-			(16,230	)
Cash flows from financing activities:
Cash receipts from note payable		775,000			527,255
Proceeds from sale of preferred stock series C		1,000,000			-
Payment on note payable		(91,316	)		-
Net cash provided by (used in) financing activities		1,683,684			446,015
Net increase (decrease) in cash and cash equivalents		219,311			(490,288	)
Cash and cash equivalents, beginning balance		84,262			585,339
Cash and cash equivalents, ending balance	$	303,573		$	95,051
Supplemental Disclosure of Cash Flow Information:
Cash Paid For:
Interest	$	16,924		$	-
Income taxes	$	-		$	-
Summary of Non-Cash Investing and Financing Information:
Stock issued for conversion of debt	$	943,288		$	1,504,995
Stock issued for conversion of Series C preferred stock	$	2,540,000		$	-
Stock issued for warrant settlement	$	581,097		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

BEYOND COMMERCE, INC.

RECONCILIATION OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Common Stock				Series A & B Preferred Stock				Non-Controlling			Additional Paid in		Accumulated			Stockholders’
	Shares		Par Value		Shares		Par Value		Interest			Capital		Deficit			Deficit
Balance, December 31, 2019		1,495,004,678	$	1,495,004		269.9999	$	-	$	131,250		$	43,597,152	$	(48,227,200	)	$	(3,003,794	)
Common stock issued for debt conversion		132,910,000		132,910		-		-		-			-		-			132,910
Extinguishment of derivative liabilities on conversion		-		-		-		-		-			132,005		-			132,005
Net loss		-		-		-		-		(20,200	)		-		(424,584	)		(444,784	)
Balance, March 31, 2020		1,627,914,678	$	1,627,914		269.9999	$	-	$	111,050		$	43,729,157	$	(48,651,784	)	$	(3,183,663	)
Common stock issued for debt conversion		889,766,383		889,766		-		-		-			-		-			889,766
Extinguishment of derivative liabilities on conversion		-		-		-		-		-			1,101,419		-			1,101,419
Net loss		-		-		-		-		(7,215	)		-		(2,136,009	)		(2,143,224	)
Balance, June 30, 2020		2,517,681,061	$	2,517,680		269.9999	$	-	$	103,835		$	44,830,576	$	(50,787,793	)	$	(3,335,702	)
Common stock issued for debt conversion		482,318,939		482,320		-		-		-			-		-			482,320
Extinguishment of derivative liabilities on conversion		-		-		-		-		-			4,924,237		-			4,924,237
Stock issued for services		-		-		13		-		-			190,450		-			190,450
Net loss		-		-		-		-		(4,410	)		-		(7,725,039	)		(7,729,449	)
Balance, September 30, 2020		3,000,000,000	$	3,000,000		282.99993	$	-	$	99,425		$	49,945,263	$	(58,512,832	)	$	(5,468,144	)

	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock						Non-Controlling			Additional Paid in			Accumulated			Stockholders’
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares			Par Value			Interest			Capital			Deficit			Deficit
Balance, January 1, 2020		3,410,355,200	$	3,410,355		249.9999		-		33	$	-		-		$	-		$	97,018		$	50,263,645		$	(58,645,834	)	$	(4,874,816	)
Common stock for debt conversion		943,288,342		943,288		-		-		-		-		-			-			-			-			-			943,288
Preferred stock Series C issued		-		-		-		-		-		-		10,000			10			-			999,990			-			1,000,000
Preferred Series B Issuance		-		-		-		-		3		-		-			-			-			43,950			-			43,950
Extinguishment of Debt		598,048,320		598,048		-		-		-		-		1,556,905			1,557			-			2,836,090			-			3,435,695
Extinguishment of derivative liabilities on conversion		-		-				-		-		-		-			-			-			2,958,547			-			2,958,547
Net loss		-		-		-		-		-		-		-			-			(4,936	)		-			(6,290,109	)		(6,295,045	)
Balance, March 31, 2021		4,951,691,862	$	4,951,691		249.9999		-		36	$	-		1,566,905		$	1,567		$	92,082		$	57,102,222		$	(64,935,943	)	$	(2,788,381	)
Common stock issued for Preferred Stock conversion		1,230,000,000		1,230,000		-		-		-		-		(123,000	)		(123	)		-			(1,229,877	)		-			-
Net loss		-		-		-		-		-		-		-			-			(4,181	)		-			(1,047,136	)		(1,051,317	)
Balance, June 30, 2021		6,181,691,862	$	6,181,691		249.9999		-		36	$	-		1,443,905		$	1,444		$	87,901		$	55,872,345		$	(65,983,079	)	$	(3,839,698	)
Common stock issued for Preferred Stock conversion		1,310,000,000		1,310,000		-		-		-		-		(131,000	)		(131	)		-			(1,309,869	)		-			-
Common stock issued for warrants		363,185,553		363,186		-		-		-		-		-			-			-			217,911			-			581,097
Preferred stock Series B issued for services		-		-		-		-		15		-		-			-			-			219,750			-			219,750
Net loss		-		-		-		-		-		-		-			-			(4,587	)		-			(1,454,674	)		(1,459,261	)
Balance, September 30, 2021		7,854,877,415	$	7,854,877		249.9999	$	-		51	$	-		1,312,905		$	1,313		$	83,314		$	55,000,137		$	(67,473,753	)	$	(4,498,112	)

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Beyond Commerce, Inc. (the “Company”, “we” and “our”), has a planned business objective to develop, acquire, and deploy disruptive strategic software technology and market-changing business models through selling our own products and the acquisitions of existing companies. We plan to offer a cohesive digital product and services platform to provide our future clients with a single point of contact for all their Internet Marketing Technology and Services (IMT&S) and Information Management (IM) initiatives.

Basis of Presentation

The condensed consolidated financial statements and the notes thereto for the periods ended September 30, 2021 and 2020 included herein include the accounts of the Company, its wholly-owned subsidiaries Service 800 Inc., Customer Centered Strategies, LLC (“CCS”), which the Company has an 80% investment interest, and PathUX and IDriveYourCar (which have both been discontinued as of April 24, 2020, see Note 4 – Discontinued Operations).

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All significant intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

NOTE 2. SELECTED ACCOUNTING POLICIES

Interim Financial Statements

These unaudited condensed consolidated financial statements as of and for the three (3) and nine (9) months ended September 30, 2021 and 2020, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2020 and 2019, respectively, which are included in the Company’s December 31, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 15, 2021. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) and nine (9) months ended September 30, 2021 are not necessarily indicative of results for the entire year ending December 31, 2021.

Use of Estimates

The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Estimates are used in the determination of depreciation and amortization and the valuation for non-cash issuances of equity instruments, income taxes, and contingencies, among others. Actual results could differ materially from these estimates.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company classifies as cash and cash equivalents amounts on deposit in banks and cash temporarily in various instruments with original maturities of nine months or less at the time of purchase. The Company’s cash management system is currently integrated within several banking institutions.

Fair Value of Financial Instruments

The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities.

Fair Value Measurements

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Company applies the fair value hierarchy as established by GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows.

· Level 1 – quoted prices in active markets for identical assets or liabilities.

· Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

· Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

	September 30, 2021 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	424,048	$	424,048
Total	$	-	$	-	$	424,048	$	424,048

	December 31, 2020 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	1,005,617	$	1,005,617
Total	$	-	$	-	$	1,005,617	$	1,005,617

Derivative liability as of December 31, 2020	$	1,005,617
Change in derivative liability during the period		(507,678	)
Reclassed to additional paid in capital for notes converted into shares of common stock		(2,958,547	)
Loss on derivative liability on conversion		2,944,750
Reclass to accrued loss contingency		(60,094	)
Balance at September 30, 2021	$	424,048

Management considers all of its derivative liabilities to be Level 3 liabilities.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC Subtopic 606-10, Revenue Recognition. We recognize revenue as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To recognize revenue, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We account for a contract based on the terms and conditions the parties agree to, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.

The majority of the Company’s revenue is generated by the completion of a survey. Revenue is recognized and customers are billed at the point in time a survey occurs or when a related service is complete. The Company may require a deposit from new customers for set up costs or as down payments. These amounts are not significant to the financial statements.

Valuation of Derivative Instruments

ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts, and recognizes a net gain or loss on debt extinguishment.

	September 30, 2021 Derivative Liability
Expected term	1 year
Exercise price	$	0.00028
Expected volatility		198	%
Expected dividends		None
Risk-free rate		0.09	%

Reclassifications

We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Recent Accounting Pronouncements

The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics.

The FASB has issued ASU No. 2019–12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of ASC 740. The guidance also improves consistent application by clarifying and amending existing guidance from ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein and is to be applied on a retrospective, modified retrospective or prospective approach, depending on the specific amendment. Early adoption is permitted. The adoption of the new guidance did not change anything in the consolidated financial statements and therefore had no material impact.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In August 2020, the Financial Accounting Standards Board (“FASB”) issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. The ASU simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. As a result, the new standard may affect net income and EPS, and therefore performance measures, and increase debt levels which may impact debt covenant compliance.

ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted.

The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. The Company has taken the position that any future standards will not be disclosed to the extent they are not material to our operations.

NOTE 3. GOING CONCERN

The Company's financial statements are prepared using GAAP, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because of recent events, the Company cannot state with certainty of its ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has a working capital deficit, and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in attempting to raise capital from additional debt and equity financing. Due to its nominal revenues, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue, including through the acquisition of Service 800 and CCS or through a merger transaction with a well-capitalized entity. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. If we are unable to obtain additional funds, or if the funds cannot be obtained on terms favorable to us, we will be required to delay, scale back or eliminate our plans to continue to develop and expand our operations or in the extreme situation, cease operations altogether.

NOTE 4. DISCONTINUED OPERATIONS

PathUX, LLC

On April 24, 2020, the Company entered into a Settlement and Release Agreement whereby, effective as of April 1, 2020, the purchase agreement between the former shareholders of PathUX and IDriveYourCar dated May 31, 2019 was effectively unwound, with all assets and liabilities returned to such former shareholders.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the PathUX business which is presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the period ended September 30, 2020 is as follows:

	2020
Total net sales	$	219,867
Cost of sales		147,829
Operating, selling, general and administrative expenses		91,133
Amortization of software		134,686
Income (loss) from discontinued operations		(153,781	)
Gain on sale of discontinued operations		504,481
Income tax provision		-
Discontinued operations, net of tax		350,700

As the sale was finalized shortly after close of the first quarter 2020, the current balance sheet no longer reflects these operations.

NOTE 5. SHORT- AND LONG-TERM BORROWINGS

Short-term and Long-term borrowings, consist of the following:	September 30,		December 31,
Short term debt;	2021		2020
Convertible Promissory Notes, bearing an annual interest rate of 12% secured, due 08/27/2019	$	112,259	$	97,259
Short-Term Note – Jean Mork Bredeson cash deficit holdback, 15%, past due		210,000		210,000
Short-Term Note – Jean Mork Bredeson purchase allocation, 15%, past due		1,409,169		1,409,169
Funding from the Payroll Protection Program, annual interest of 1%, due 04/24/2022		-		500,000
Convertible Promissory Notes, bearing an annual interest rate of 8% secured, due 08/07/2020		-		713,555
Total short-term debt	$	1,731,428	$	2,929,983

Long term debt;
Convertible Promissory Notes, bearing an annual interest rate of 5.0%, due 12/31/22		312,685			350,000
Funding from the SBA Program, annual interest of 3.75%, due 03/30/2051		150,000			-
Promissory Note – Jean Mork Bredeson, interest rate 5.5%, due 2/28/2022		2,100,000			2,100,000
Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021, long term		826,547			826,547
Total short-term and long-term borrowings, before debt discount		5,120,660			6,206,530
Less debt discount		(44,281	)		(123,967	)
Total short-term and long-term borrowings, net	$	5,076,379		$	6,082,563
Short-term and Long-term borrowings, consist of the following:
Short-term borrowings – net of discount	$	1,731,428		$	2,929,983
Long-term borrowings – net of discount		3,344,951			3,152,580
Total Short-Term and long term borrowings – net of discount	$	5,076,379		$	6,082,563

On August 7, 2018, we entered into a securities purchase agreement (“SPA”) with Discover Growth Fund, LLC (“Discover”), pursuant to which we issued a senior secured redeemable convertible debenture in the principal amount of $2,717,391 (of which $217,391 was retained by Discover as an original issue discount) (the “Debenture”), in exchange for $500,000 cash consideration and a promissory note issued to the Company in the amount of $2,000,000 (the “Note”).

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the fiscal year 2019, Discover Growth Fund LLC issued the additional $2,000,000 to the Company and converted $1,249,522 of the aggregate debt. During the year ended December 31, 2020, Discover Growth Fund LLC converted $754,315 of their outstanding debt.

On March 19, 2021, the Company entered into a securities exchange agreement (the “Exchange Agreement”) with an existing institutional investor (the “Investor”), whereby, in exchange for the Investor returning to the Company for cancellation the Senior Secured Redeemable Convertible Debenture, issued by the Company on August 7, 2018, which was convertible into Common Stock at a variable conversion price. The Company is issuing to the Investor 1,556,905 shares of the Company’s Series C Convertible Preferred Stock, which are convertible into a fixed number of shares of Common Stock. The valuation was derived from a loss on extinguishment of debt of $3,435,695 that represents the fair value of debt forgiveness, less the issuance of 598,048,320 common stock shares valued at par of $0.001.

On November 27, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated November 27, 2018, in the amount of $250,000. The lender was Auctus Fund LLC. The notes have a maturity of August 27, 2019 and interest rate of 12% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty-five (25) trading days immediately prior to conversion. Additionally, if the stock price falls below par value, additional shares will be issued at the lower conversion rate so that stocks continue to be issued at par value. The note may be prepaid but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company is currently negotiating an extension with the noteholder as it is currently past due. As a result of a default provision, the interest rate has increased to 24% and additional principal was added in the amount of $15,000. This note has been reduced by the issuance of 1,092,829,802 shares of stock during the years 2019 and 2020. As of September 30, 2021, the outstanding balance is $112,259.

Effective February 28, 2019 as a component of the closing of the business combination between Beyond Commerce, Inc. and Service 800, Jean Mork Bredeson, Founder and President of Service 800, the Company issued a $2,100,000 three-year 5.5% promissory note to Ms. Bredeson. Interest only payments are required during the first year of the note. The $2,100,000 promissory note is personally guaranteed by the estate of George Pursglove whose executor is Geordan Pursglove, the Company’s President and CEO.

As a component of the Service 800 transaction, in lieu of the entire cash payment of $2,100,000 being made to Ms. Bredeson, a $210,000 amount was to be withheld until May 30, 2019 and continues to be outstanding. This note does not carry any interest obligations. Also, as all cash and accounts receivables at the effective date of the closing were to be retained by Ms. Bredeson, this allocation of cash is to be distributed quarterly on a non interest basis as true-ups are derived, which amounted to $1,409,169 as of December 31, 2020 and September 30, 2021 respectively. Although holdbacks did not initially include interest obligations, we agreed to begin accruing interest at 10% in September 2019, and then 15% in October 2019 if we passed an agreed repayment date.

On December 31, 2019, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with TCA Special Situations Credit Strategies ICAV, an Irish collective asset vehicle (the “Buyer” or “TCA ICAV”), and TCA Beyond Commerce, LLC, a Wyoming limited liability company (“TCA Beyond Commerce”), pursuant to which the Buyer purchased from the Company a senior secured redeemable debenture having an initial principal amount of $900,000 and an interest rate of 16% per annum (the “Initial Debenture”).

The Initial Debenture, and any future debentures that may be purchased by Buyer pursuant to the Securities Purchase Agreement (the “Additional Debentures”), is secured through an unconditional and continuing security interest in all of the assets and properties, including after acquired assets, of the Company and each of its subsidiaries, which are acting as guarantors with respect to the Company’s obligations under the Initial Debenture and any Additional Debentures, pursuant to that certain Security Agreement, dated December 31, 2019, entered into by the Company and TCA Beyond Commerce in favor of the Buyer (the “Security Agreement”). In addition, Geordan Pursglove, the Company’s CEO, delivered a personal guaranty with respect to the Company’s obligations under the Securities Purchase Agreement. The maturity date on this security is December 31, 2021. During the year ended December 31, 2020 the Company paid $73,453 to reduce the loan balance.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above.

TCA Beyond Commerce entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”), whereby TCA Beyond Commerce acquired 100% of the authorized and issued membership interests of CCS from its sole member (the “CCS Seller”). TCA Beyond Commerce acquired the membership interests for a purchase price of $525,000 (the “CCS Purchase Price”), with $175,000 paid in cash at closing and the remaining $350,000 to be paid through TCA Beyond Commerce’s issuance of a convertible promissory note with an original principal of $350,000 and a conversion feature that provides the CCS Seller with the right to convert outstanding principal and accrued interest into shares of the Company’s common stock at a price based on the 10-day trailing average price of the Company’s stock. The cash maturity date is December 31, 2022. $175,000 is to be paid in cash, with the remaining $175,000 to be repaid through conversion, unless a larger conversion is requested by the noteholder. During the nine months of 2021, payments of principal and accrued interest totaling $46,065 were made reducing the principal balance outstanding to $312,684.

On April 24, 2020, the Company through its Service 800 Inc. subsidiary received $500,000 in funding in conjunction with a promissory note under the Payroll Protection Program is made pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). After sixty (60) days from the date the Loan is funded, but not more than twenty-four (24) weeks from the date the Loan is funded, Borrower shall apply to Bank for loan forgiveness. If the SBA confirms full and complete forgiveness of the unpaid balance of the Loan, and reimburses Bank for the total outstanding balance, principal and interest, Borrower’s obligations under the Loan will be deemed fully satisfied and paid in full. If the SBA does not confirm forgiveness of the Loan, or only partly confirms forgiveness of the Loan, or Borrower fails to apply for loan forgiveness, Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest, and in such case, Bank will establish the terms for repayment of the Loan Balance in a separate documentation to be provided to Borrower, which letter will set forth the Loan Balance, the amount of each monthly payment, the interest rate (not in excess of a fixed rate of one per cent (1.00% per annum), the term of the Loan, and the maturity date of two (2) years from the funding date of the Loan. No principal or interest payments will be due prior to the end of the Deferment Period. Because we anticipate the note being forgiven within the next year it is classified as short term. On April 19, 2021 the loan was forgiven by the SBA.

On February 8, 2021, the Company through its Service 800 Inc. subsidiary, received $625,000 in funding in conjunction with a promissory note under the Payroll Protection Program is made pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). After sixty (60) days from the date the Loan is funded, but not more than twenty-four (24) weeks from the date the Loan is funded, Borrower shall apply to Bank for loan forgiveness. If the SBA confirms full and complete forgiveness of the unpaid balance of the Loan, and reimburses the Bank for the total outstanding balance, principal and interest, Borrower’s obligations under the Loan will be deemed fully satisfied and paid in full. If the SBA does not confirm forgiveness of the Loan, or only partly confirms forgiveness of the Loan, or Borrower fails to apply for loan forgiveness, Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest, and in such case, Bank will establish the terms for repayment of the Loan Balance in a separate documentation to be provided to Borrower, which letter will set forth the Loan Balance, the amount of each monthly payment, the interest rate (not in excess of a fixed rate of one per cent (1.00% per annum), the term of the Loan, and the maturity date of two (2) years from the funding date of the Loan. No principal or interest payments will be due prior to the end of the Deferment Period. Because we anticipate the note being forgiven within the next year it is classified as short term. On August 16, 2021 the loan was forgiven by the SBA.

15

BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 30, 2021 the Company through its Service 800 Inc. subsidiary, received $150,000 in funding in conjunction with a promissory note under the SBA Loan Program. Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest. This loan is a 30-year term note, bearing 3.75% interest due March 30, 2051. Installment payments, including principal and interest, of $731 monthly, will begin twelve (12) months from the date of the promissory note.

NOTE 6. COMMON STOCK AND PREFERRED STOCK

On March 2, 2021, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment effecting the amendment and restatement of its Articles of Incorporation (the “Amended and Restated Articles”). The Amended and Restated Articles reflected amendments that effected (i) the increase of the number of shares of common stock that the Company is authorized to issue to ten billion (10,000,000,000); (ii) the 1-for-1,000,000 reverse stock split of the shares of Series A Preferred Stock, with ratable adjustment to the conversion and voting terms; and (iii) the increase of the number of shares of preferred stock that the Company is authorized to issue to sixty million four hundred (60,000,400).

On August 20, 2021, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment effecting the amendment and restatement of its Articles of Incorporation (the “Amended and Restated Articles”). The Amended and Restated Articles reflected amendments that effected the increase of the number of shares of common stock that the Company is authorized to issue to thirty billion (30,000,000,000).

Common Stock

As of September 30, 2021, our authorized capital stock consisted of 30,000,000,000 shares of common stock, par value $0.001 per share.

During the nine months ended, September 30, 2021, the Company issued 1,541,336,662 shares valued at $1,541,337 for the conversion of certain debt and accrued interest into shares of our stock and extinguishment of debt. Additionally, the Company has issued 2,540,000,000 shares valued at $2,540,000 for the conversion of Series C Preferred Stock, and issued 363,185,553 shares valued at $581,097 for settlement of a warrant dispute ( see note 7).

Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

In March 2021, we approved authorization to issue up to 60,000,400 shares of preferred stock, which are designated Series A, B, C and undesignated Preferred Stock. As of November 14, 2021, we have 249.9999 shares of Series A Preferred Stock issued and outstanding.

We have designated 250 shares of Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A Preferred Stock”).

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Series A Preferred Stock will, with respect to each holder of the Series A Preferred Stock, be entitled to three million (3,000,000) votes for each share of Series A Preferred Stock standing in his, her or its name on the books of the corporation. Each share of Series A Preferred Stock is convertible, at the option of the holder, into one million shares of Common Stock. The Series A Preferred Stock is entitled, in the event of any voluntary liquidation, dissolution or winding up of the Corporation, to receive payment or distribution of a preferential amount before any payments or distributions are received by any class or series of common stock. Subject to the prior or equal rights of the holders of all classes of stock at the time outstanding having prior or equal rights as to dividends and ranking ahead of the Common Stock, the holders of the Series A Preferred Stock shall be entitled to therefore receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available, such dividends as may be declared from time to time by the Board of Directors.

Following the cancellation of 100 shares of Pre-reverse stock split Series A Preferred Stock, such 100 shares of Preferred Stock were returned to treasury, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights. The Board issued on October 2, 2019, 20 shares of the Series B Preferred to Geordan Pursglove. An additional 13 shares of Series B Preferred was issued to Geordan Pursglove on August 4, 2020. During the first quarter, Mr. Pursglove was issued three (3) shares of Series B Preferred stock valued at $43,950. The value of the October 2, 2019 transaction is $293,000 based on an independent valuation of the transaction and the value of the August 4, 2020 transaction is $190,450.

During the third quarter, Mr. Pursglove was issued nine (9) shares of Series B Preferred and Peter Stazzone was issued six (6) shares of Series B Preferred. The value of the August 18, 2021 transaction is $219,750.

We have designated 51 shares of Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B Preferred Stock”). One (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (e.g., ((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Articles of Incorporation or by-laws. Such concentrated control of the Company may adversely affect the price of our common stock. A stockholder that acquires common stock will not have an effective voice in the management of the Company.

We have designated 50,000,000 shares of Series C Convertible Preferred Stock, par value of $0.001 per share (the “Series C Preferred Stock”).

The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) pari passu with the Corporation’s Common Stock, $0.001 par value per share (“Common Stock”); (b) junior to all other series of Preferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Corporation after the date of this Designation (the “Other Preferred”), and (c) junior to all existing and future indebtedness of the Corporation.

Holders of the Series C Preferred Stock shall vote on all matters requiring a vote of the shareholders of the Corporation, together with the holders of shares of Common Stock and other classes of Preferred Stock entitled to vote, as a single class. Subject to the applicable beneficial ownership limitation, each Holder shall be entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder’s Preferred Shares would be convertible using the record date for determining the stockholders of the Corporation eligible to vote on such matters as the date as of which the number of Conversion Shares is calculated. Holders of the Series C Preferred Stock will also be entitled to vote as a separate class with respect to any matter as to which such voting rights are required by applicable law.

17

BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the first quarter of 2021, the Company issued 1,566,905 shares of Series C Preferred, valued at $3,837,647. This was part of a settlement the Company reached with Discover to redeem the secured redeemable convertible debenture dated August 7, 2018. The valuation was derived from a loss on extinguishment of debt of $3,435,695 that represents the fair value of debt forgiveness, less the issuance of 598,048,320 common stock shares valued at par of $0.001, plus cash proceeds to the Company of $1,000,000 from the SPA that the Company entered into. During the second quarter of 2021, 123,000 shares of Series C Convertible Preferred Stock were converted to 1,230,000,000 shares of common stock.

On July 7, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On July 22, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On August 5, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On August 20, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On September 14, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On September 22, 2021, 29,000 shares of Series C Convertible Preferred Stock were converted to 290,000,000 shares of common stock.

On September 29, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Legal Matters

A complaint against the Company, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to the Company's acquisition of Service 800, seeking in excess of $1.6 million in damages. On March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees of Service 800. Answers and Affirmative and Additional Defenses to Third Party Claims were filed by Ms. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and, on April 24, 2020, Ms. Bredeson filed a Motion to Dismiss. The Court denied in full Ms. Bredeson’s motion to dismiss or for a more definite statement. Subsequently, using a wholly owned entity she controls, Ms. Bredeson filed another matter, captioned Green Valley Associates Inc. vs Service 800 Inc., 27-CV-20-13800. Although Ms. Bredeson is seeking to have the matters handled by separate judges, the Company is seeking consolidation of the two matters before Judge Klein, the judge who denied Ms. Bredeson's motion to dismiss. Ms. Bredeson also has since filed, and then withdrawn, other motions, without allowing them to reach Judge Klein. The discovery process remains ongoing, and we expect the matter will continue for another six months before substantive motions can be filed. An early attempt at mediation was unsuccessful, but another attempt at the end of discovery may be more fruitful. In the interim, the Company is continuing to vigorously defend itself against this lawsuit.

The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 5, states that a firm must distinguish between losses that are probable, reasonably probable or remote. If a contingent liability is deemed probable, it must be directly reported in the financial statements. In July 2010, the FASB issued ASC 450-20 that updated the Standard and uses “probable,” “reasonably possible,” and “remote” to determine the likelihood of the future event that will confirm a loss, an impairment of an asset, or the incurrence of a liability.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and (2) the amount can be reasonably estimated. No accrual has been made in the above matter as the determination is that a loss is not probable as of September 30, 2021 nor can a loss be reasonably estimated.

A complaint against the Company, dated June 9, 2021, has been filed in Salt Lake County, Utah, by Iliad Research and Trading, L.P. (“Iliad”), a former noteholder, that claims a Notice of Exercise of Warrant was delivered and the Company failed to timely deliver the Warrant shares. The shares to be issued are based on a $32,500 warrant principal that is exercisable based on the lesser of $0.15, or the average of the three lowest closing bid prices in the prior 20 trading days multiplied by a 45% discount. Iliad is seeking in excess of $1.4 million in damages. The Company and Iliad reached a Settlement Agreement and on August 20, 2021 the Company issued 363,185,553 shares of Common Stock to Iliad.

A complaint against the Company, dated July 29, 2021, has been filed in the United States District Court of Nevada, by Discover Growth Fund, LLC, (“Discover”), a current stockholder, for claims related to the issuance of shares of Series C Preferred Stock to Discover during the first quarter of 2021. On August 20, 2021, the Company and Discover reached a Settlement Agreement whereby the Company will issue 72,638 shares of Preferred Series C stock to Discover. This Settlement Agreement is conditioned upon obtaining a court order approving the settlement between the parties. The court has scheduled a hearing for the approval on November 19, 2021.

Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and (2) the amount can be reasonably estimated. An accrual of a loss contingency has been made in the above matter as the determination is that a loss is probable as of September 30, 2021 and the loss is reasonably estimated to be $871,656.

In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or any of our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Operating Lease

We currently lease virtual office space at 3773 Howard Hughes Parkway, Suite: 500 Las Vegas, NV 89169. We pay an annual fee of $120 for this lease. There is also a location in Minnesota for Service 800, Inc. On February 20, 2020 the company moved Service 800, Inc. to 110 Cheshire Lane, Minnetonka Minnesota 55305. Service 800 leases 3,210 square feet of office space under an operating lease agreement with Carlson Center East LLC. The lease, which expires June 30, 2023, requires base monthly rents of $4,160, plus operating expenses.

The public entity guidance in ASU 2016-02, Leases (Topic 842) requires lessees to recognize substantially all leases on their balance sheets as lease liabilities with a corresponding right-of-use asset. Our accounting policy is to keep leases with an initial term of 12 months or less off of the balance sheet.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company leases office space under an operating lease. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease. Operating lease, right-of-use assets, and liabilities are recognized at the lease commencement date based on the present value of lease payments over the reasonably certain lease term. The implicit rates with the Company’s operating leases are generally not determinable and the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of its lease payments. The determination of the Company’s incremental borrowing rate requires judgement. The company determines its incremental borrowing rate for each lease using its then-current borrowing rate. Certain of the Company’s leases may include options to extend or terminate the lease. The Company establishes the number of renewal options periods used in determining the operating lease term based upon its assessment at the inception of the operating lease. The option to renew the lease may be automatic, at the option of the Company, or mutually agreed to between the landlord and the Company. Once the facility lease term has begun, the present value of the aggregate future minimum lease payments is recorded as a right-of-use asset.

Lease expense is recognized on a straight-line basis over the term of the lease. There are no options to extend or terminate the leases. The Company has no other leases yet to commence.

NOTE 8. RELATED PARTIES

During the first quarter, Mr. Pursglove received three (3) shares of Series B Preferred stock valued at $43,950. During the third quarter, Mr. Pursglove was issued an additional nine (9) shares of Series B Preferred and then Chief Financial Officer, Peter Stazzone, was issued six (6) shares of Series B Preferred. The value of the August 18, 2021 transaction is $219,750. The fair value of these shares was estimated based on a third-party valuation report and were issued to maintain voting control.

On May 8, 2019, the Company issued a short-term convertible note payable for $54,000 to a member of the Board of Directors. The note had a sixty-day term which was due on July 8, 2019 and bears interest at a rate of 15% per annum. The principal amount due of $54,000 was paid on May 26, 2021.

On July 19, 2021, the Company issued a convertible promissory note (the “Note”) in favor of Geordan G. Pursglove, the Company’s Chairman and Chief Executive Officer, in the principal amount of $1,500,000, in satisfaction of Mr. Pursglove’s accrued salary owing of $1,239,800 and $260,200 for loss on settlement. The Note accrues interest at 2% per annum, with the principal and interest payments due in twelve equal monthly installments. At the holder’s election, the Note is convertible into shares of the Company’s common stock, at a price per share equal to 100% of the average closing price of the Company's common stock for the five trading days immediately preceding the date of such conversion (the “Conversion Price”). The cash maturity date is July 19, 2022.

NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK

The Company follows ASC 260-10, which requires presentation of basic and diluted Earnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated financial statements, basic net income (loss) per share of common stock is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the year. Basic net income (loss) per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Convertible debt that is convertible into 1,692,290,991 and 2,361,446,290 shares of the Company’s common stock are not included in the computation, along with 249,999,900 and 249,999,900 of the Company’s Preferred Series A stock after conversion, as well as 13,129,050,000 and zero shares of the Company’s Preferred Series C stock after conversion for the periods ended September 30, 2021 and December 31, 2020, respectively. Additionally, there are 16,666,667 and 16,666,667 warrants that are exercisable into shares of stock as of September 30, 2021 and December 31, 2020, respectively. As warrants are exercisable above the current market rate, they would be excluded from any dilutive share calculations.

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BEYOND COMMERCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three and nine - month periods ended September 30, 2021 and 2020:

	Nine-month period ended September 30,						Three-month period ended September 30,
	2021			2020			2021			2020
Loss from continuing operations	$	(8,791,919	)	$	(10,668,157	)	$	(1,454,674	)	$	(7,729,449	)
Income from discontinued operations		-			350,700			-			-
Consolidated net loss	$	(8,791,919	)		(10,317,457	)	$	(1,454,674	)	$	(7,729,449	)
Weighted average shares used for diluted earnings per share		3,710,228,168			2,129,022,445			6,844,198,467			2,927,661,679
Incremental Diluted Shares		-	*		-	*		-	*		-	*
Weighted Average shares used for diluted earnings per share		3,710,228,168			2,129,022,445			6,844,198,467			2,927,661,679
Net income (loss) per share:
Basic and Diluted: continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Basic and Diluted: discontinued operations	$	-		$	0.00		$	-		$	-
Total Basic and Diluted loss per share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

* The shares associated with convertible debt, preferred stock, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e., reduce the net loss per common share).

NOTE 10. SUBSEQUENT EVENTS

On October 5, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

On October 8, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

On October 13, 2021, 23,000 shares of Series C Convertible Preferred Stock were converted to 230,000,000 shares of common stock.

On October 15, 2021, 24,000 shares of Series C Convertible Preferred Stock were converted to 240,000,000 shares of common stock.

On October 18, 2021, 46,000 shares of Series C Convertible Preferred Stock were converted to 460,000,000 shares of common stock.

On October 19, 2021, 48,400 shares of Series C Convertible Preferred Stock were converted to 484,000,000 shares of common stock.

On October 20, 2021, 50,990 shares of Series C Convertible Preferred Stock were converted to 509,900,000 shares of common stock.

On October 29, 2021, 53,670 shares of Series C Convertible Preferred Stock were converted to 536,700,000 shares of common stock.

On November 11, 2021, 45,969 shares of Series C Convertible Preferred Stock were converted to 459,690,000 shares of common stock.

A complaint against the Company, dated July 29, 2021, has been filed in the United States District Court of Nevada, by Discover Growth Fund, LLC. (“Discover”), a current stockholder for claims related to the issuance of shares of Series C Preferred Stock to Discover during the first quarter of 2021. On August 20, 2021, the Company and Discover reached a Settlement Agreement whereby the Company will issue 72,638 shares of Preferred Series C stock to Discover. This Settlement Agreement is conditioned upon obtaining a court order approving the settlement between the parties. The court has scheduled a hearing for the approval on November 19, 2021.

On October 25, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Discover Growth Fund, LLC. (“Discover”), a current stockholder, for cash proceeds of $1,000,000 for the purchase of 10,000 shares of Series C Convertible Preferred Stock that are convertible into 100,000,000 shares of the Company’s common stock at the fixed conversion price of $0.01 per share.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for our products, and competition. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the throughout, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Company or the Company’s management are intended to identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and we caution you that these statements are not guarantees of future performance or events and are subject to risks, assumptions, and other factors.

The following discussion provides information that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this annual report.

About Beyond Commerce

Beyond Commerce, Inc. was formed as a Nevada corporation on January 12, 2006.

We plan to operate within two markets: (1) the Business-to-Business Internet Marketing Technology and Services market and (2) the Information Management market. Our goal is to develop proprietary software for digital transformation of clients’ existing content. We believe our planned platform, strategy, and suite of software products and services will provide secure and scalable information control solutions for global companies. We believe our planned software will assist organizations in finding, utilizing, and sharing business information between devices in ways that are intuitive, efficient and productive. We believe that our business model will ensure that information will remain secure and private, as necessitated by the current market climate.

In addition, we plan to provide solutions which facilitate the exchange of information and data transactions between supply chain participants, such as manufacturers, retailers, distributors and financial institutions. The goal is to automate potential client internal processes thereby increasing productivity and lowering costs. We plan to develop proprietary algorithms which it will embed in the planned software to enable clients to access data and gain insight into their business, through that data, leading to improved internal decision making.

We plan to offer the proposed software through traditional on-premise solutions, SaaS as a cloud based solution, or a combination of on-premise, SaaS or cloud based solutions. We plan to work with our clients and their needs as to which delivery method they prefer. We believe giving clients a choice and flexibility will help us to obtain long-term client value.

RESULTS OF OPERATIONS

Through our Service 800 Inc. subsidiary, many of our clients, such as GE Healthcare, Audiology System, Inc., 3M Healthcare, Johnson & Johnson Vision Care, Albany Molecular Research Inc., Sakura Finetek, Abbott Diagnostics, Biosense Webster, a Johnson & Johnson Company and Medtronic to name a few took the time during the pandemic to begin strategic planning with Service 800 to grow their business with the Company through renewals, expansion, and developing better ways to grow our programs with each and every one of them for the future. This select market segment continues to be a major source of revenue for the Company as we expand our services within this business segment. Renewals have been strong during the last nine months, and we anticipate revenue getting back in line with exceeding our expectations as we progress further into the year. All renewals that have taken place are on a minimum of a one to two-year term with an auto renewal taking place when the contract expires. The pandemic helped our customers recognize the value that Service 800 brings to its clients in the form of providing valuable information to not only help their growth within their own companies, but also help them be better providers to their customers as well. We continue to look forward to growth into each division of these companies and expansion to exceed expectations that have been set. We value these customers and seek to achieve positive growth we have set for the remainder of the year and moving onwards for future years to come.

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For the Three months Months ended Ended September 30, 2021 and September 30, 2020. 

Revenue

Revenue generated for the three months ended September 30, 2021 was $1,024,501 compared to $983,155 from the comparable three-month period in 2020.

Operating Expenses

For three months ended September 30, 2021, operating expenses were $1,540,241 and for the three months ended September 30, 2020, operating expenses were $1,654,956. This decrease is in part attributable to a reduction in payroll expense of $20,898 due to Service 800 increasing the organization structure and changing the mix of employees, an offsetting increase in professional fees of $40,722, a decrease in general and administrative costs of $76,685, a decrease in cost of revenue of $39,013 and a decrease in depreciation and amortization expense of $18,841 during the three months ended September 30, 2021 compared to the same period ending September 30, 2020.

Non-Operating Income (Expense)

The Company reported non-operating income expense of $943,521 for the three months ended September 30, 2021, as compared to $7,057,648 for the three months ended September 30, 2020, attributable principally to the reduction in derivative liability related expenses of $6,123,139 offset in part by a loss on extinguishment of debt of $1,131,856. There were increases of $628,403 due to the gain on forgiveness of Paycheck Protection Program loans and a decrease in interest expense of $448,890.

Net Income (loss)

For three months ended September 30, 2021, the Company incurred a net loss of $1,459,261 as compared to a net loss of $7,729,449 for the three months ended September 30, 2020, which was primarily due to the reduction in derivative related expenses.

For the Nine Months Ended September 30, 2021 and September 30, 2020. 

Revenue

Revenue generated for the nine months ended September 30, 2021 was $3,258,619 compared to $3,012,754 for the comparable nine-month period in 2020 nine months ended September 30, 2020. 

Operating Expenses

For the nine months ended September 30, 2021, operating expenses were $5,135,496 and for the nine months ended September 30, 2020, operating expenses were $4,946,098. This increase is in part attributable to an increase in payroll expenses of $225,066 from $1,897,723 to $2,122,789 for the nine months ended September 30, 2020 and 2021, respectively, due to the Service 800 increasing the organizational structure and changing the mix of employees. Cost of revenue increased slightly by $11,614, and professional fees increased by $353,158. General and administrative expenses decreased by $344,774 due to continued efforts to reduce overhead expenses, and depreciation and amortization expense decreased by $55,666.

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Non-Operating Income (Expense)

The Company reported non-operating expense of $6,928,746 for the nine months ended September 30, 2021, as compared to $8,734,813 for the nine months ended September 30, 2020, a decrease of $1,806,067 attributable in part to a decrease in derivative related expenses of $4,134,510, a reduction in the amortization of debt discount of $541,078, a decrease in interest expense of $1,085,520 due to settlements and debt forgiveness of the Payroll Protection Program loans of $1,133,514. The Company incurred a loss on the extinguishment of debt in the amount of $5,088,555 recognized during the nine months ended September 30, 2021.

Net Income (loss)

For nine months ended September 30, 2021, the Company incurred a net loss of $8,805,623 as compared to a net loss of $10,317,457 for nine months end September 30, 2020, which was primarily due to the reduction in changes to the derivative liability and derivative related expenses, interest expense and debt forgiveness during the current period ended September 30, 2021 compared to the prior year comparative period. The reduction was offset in part by a loss on the extinguishment of debt.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next twelve (12) months.

Going Concern

There is substantial doubt about our ability to continue as a going concern.

As of September 30, 2021, we had an accumulated deficit of $67,437,753 and a working capital deficit of $4,870,536. These conditions raise substantial doubt about our ability to continue as a going concern. We intend to continue relying upon the issuance of debt and equity securities to finance our operations. In this regard, we are restricted by the number of shares available for issuance in an equity financing, and we will likely need to increase our authorized capital in order to take advantage of such financing. However, there can be no assurance that we will be successful in obtaining shareholder approval to increase our authorized capital, that we will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. Our financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as a going concern.

Liquidity and Capital Resources

Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Since inception, we have been funded by related parties through capital investment and borrowing of funds.

We had total current assets of $1,274,772 and $1,276,871 as of September 30, 2021 and December 31, 2020, respectively. Current assets would consist primarily of cash and accounts receivable. The Company had a $67,437,753 accumulated deficit on its balance sheet as of September 30, 2021.

We had total current liabilities of $6,145,308 and $7,025,541 as of September 30, 2021 and December 31, 2020, respectively. Current liabilities consisted primarily of the derivative liability, accounts payable, accrued payroll and payroll taxes, related party debt, conventional and convertible debt, lease liability, accrued loss contingency, and accrued interest. In the current nine months there were increases in accrued interest of $192,761, in accrued loss contingency of $871,656 related to litigation and in convertible notes short-term to a related party of $1,446,000. There were decreases in accounts payable of $339,354, accrued payroll and payroll liabilities of $1,275,908 due to the exchange of accrued payroll by an officer to a convertible note, and in short term borrowings of $1,198,555. A change in the value of derivative liability corresponding to an existing note decreased by $581,569.

We had a working capital deficit of $4,870,536 and $5,748,670 as of September 30, 2021 and December 31, 2020, respectively.

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Cash Flow from Operating Activities

For the nine months ended September 30, 2021 and 2020, cash used in operating activities was $1,464,373 and $920,073 respectively. This increase of cash used is attributable to the reduction in accounts payable and payroll related liabilities offset in part by noncash transactions relating to stock issuances, conversations and depreciation expense.

Cash Flow from Investing Activities

For the nine months ended September 30, 2021 and 2020, cash used in investing activities was $0 and $16,230, respectively.

Cash Flow from Financing Activities

For the nine months ended September 30, 2021 and 2020, cash provided by financing activities was $1,683,684 and $446,015, respectively mainly attributable to proceeds from the sale of preferred stock of $1,000,000, proceeds from SBA loan of $150,000, and proceeds from a Payroll Protection Program loan of $625,000 during the nine months ended September 30, 2021.

Contractual Obligations

As a “smaller reporting company,” we are not required to provide tabular disclosure of contractual obligations.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

In the past, our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, in the event that we succeed in bringing our planned products to market.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, we evaluate past judgments and our estimates, including those related to allowance for doubtful accounts, allowance for inventory write-downs and write offs, deferred income taxes, provision for contractual obligations and our ability to continue as a going concern. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Note 2 to the consolidated financial statements, presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, describes the critical accounting estimates and policies used in preparation of our consolidated financial statements. There were no significant changes in our critical accounting estimates during the nine months ended September 30, 2021.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. Based on the evaluation of our disclosure controls and procedures as of September 30, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls were not effective.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and these breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A complaint against the Company, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to the Company's acquisition of Service 800, seeking in excess of $1.6 million in damages. On March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees of Service 800. Answers and Affirmative and Additional Defenses to Third Party Claims were filed by Mr. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and, on April 24, 2020, Ms. Bredeson filed a Motion to Dismiss. The Court denied in full Ms. Bredeson’s motion to dismiss or for a more definite statement. Subsequently, using a wholly owned entity she controls, Ms. Bredeson filed another matter, captioned Green Valley Associates Inc. vs Service 800 Inc., 27-CV-20-13800. Although Ms. Bredeson is seeking to have the matters handled by separate judges, the Company is seeking consolidation of the two matters before Judge Klein, the judge who denied Ms. Bredeson's motion to dismiss. Ms. Bredeson also has since filed, and then withdrawn, other motions, without allowing them to reach Judge Klein. The discovery process remains ongoing, and we expect the matter will continue for another six months before substantive motions can be filed. An early attempt at mediation was unsuccessful, but another attempt at the end of discovery may be more fruitful. In the interim, the Company is continuing to vigorously defend itself against this lawsuit.

A complaint against the Company, dated July 29, 2021, has been filed in the United States District Court of Nevada, by Discover Growth Fund, LLC. (“Discover”), a current stockholder for claims related to the issuance of shares of Series C Preferred Stock to Discover during the first quarter of 2021. On August 20, 2021, the Company and Discover reached a Settlement Agreement whereby the Company will issue 72,638 shares of Preferred Series C stock to Discover. This Settlement Agreement is conditioned upon obtaining a court order approving the settlement between the parties. The court has scheduled a hearing for the approval on November 19, 2021.

In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or any of our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect

ITEM 1A. RISK FACTORS.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the U.S Securities and Exchange Commission on April 15, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Other than described below, there were no unregistered sales of equity securities that were not otherwise disclosed in a current report on Form 8-K.

On July 7, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On July 22, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

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On August 05, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On August 20, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On September 14, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On September 22, 2021, 29,000 shares of Series C Convertible Preferred Stock were converted to 290,000,000 shares of common stock.

On September 29, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

A Convertible Promissory Note, bearing an annual interest rate of 12% secured, due 08/27/2019August 27, 2019 remains outstanding and is in default. There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any other indebtedness of the Company.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

There is no other information required to be disclosed under this item which was not previously disclosed.

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ITEM 6. EXHIBITS.

Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
31.1	Rule 13a-14(a) Certification of Principal Executive Officer.				x
31.2	Rule 13a-14(a) Certification of Principal Financial Officer.				x
32.1*	Section 1350 Certification of Principal Executive Officer.				x
32.2*	Section 1350 Certification of Principal Financial Officer.				x
101.INS	XBRL Instance.				x
101.XSD	XBRL Schema.				x
101.PRE	XBRL Presentation.				x
101.CAL	XBRL Calculation.				x
101.DEF	XBRL Definition.				x
101.LAB	XBRL Label.				x

* In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Beyond Commerce, Inc.
November 12, 2021	By:	/s/ Geordan Pursglove
		Geordan Pursglove, President/CEO and Director (Principal Executive Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Geordan Pursglove, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Beyond Commerce, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 12, 2021	By:	/s/ Geordan Pursglove
		Geordan Pursglove Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Peter M. Stazzone, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Beyond Commerce, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 12, 2021	By:	/s/ Peter M. Stazzone
		Peter M. Stazzone Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Beyond Commerce, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Geordan Pursglove, Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2021	By:	/s/ Geordan Pursglove
		Geordan Pursglove
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Beyond Commerce, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Peter M. Stazzone, Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2021	By:	/s/ Peter M. Stazzone
		Peter M. Stazzone
		Chief Financial Officer

XML

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 11, 2021
Cover [Abstract]
Entity Registrant Name	Beyond Commerce, Inc.
Entity Central Index Key	0001386049
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		11,215,167,415
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52490
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	98-0512515
Entity Address Address Line 1	3773 Howard Hughes Pkwy
Entity Address Address Line 2	Suite 500
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89169
City Area Code	702
Local Phone Number	675-8022
Phone Fax Number Description	Registrant’s telephone number, including area code
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash & cash equivalents	$ 303,573	$ 84,262
Accounts receivable, net	959,514	1,169,486
Other current assets	11,685	23,123
Total current assets	1,274,772	1,276,871
Operating Lease right of use asset	68,945	97,008
Property, equipment, and software - net	27,796	39,245
Intangible asset- net	2,352,674	2,657,458
Goodwill	1,299,144	1,299,144
Total assets:	5,023,331	5,369,726
Current liabilities:
Accounts payable	553,203	892,557
Operating Lease Liability, current	46,062	41,326
Accrued Interest	892,105	699,344
Accrued payroll & related items	126,806	1,402,714
Accrued loss contingency	871,656	0
Derivative liability	424,048	1,005,617
Short-term borrowings - net of discount	1,731,428	2,929,983
Short-term borrowings- related party	1,500,000	54,000
Total current liabilities	6,145,308	7,025,541
Long-term borrowings - net of discount	3,344,951	3,152,580
Operating lease liability, noncurrent	31,184	66,421
Total liabilities	9,521,443	10,244,542
Stockholders Equity:
Common stock, $0.001 par value, 30,000,000,000 shares authorized, 7,854,877,415 and 3,410,355,200 issued and outstanding, respectively.	7,854,877	3,410,355
Additional paid in capital	55,000,137	50,263,645
Accumulated deficit	(67,437,753)	(58,645,834)
Deficit attributable to Beyond Commerce, Inc stockholder	(4,581,426)	(4,971,834)
Equity attributable to noncontrolling interest	83,314	97,018
Total stockholders' deficit	(4,498,112)	(4,874,816)
Total liabilities and stockholders' deficit	5,023,331	5,369,726
Series A Preferred Stock [Member]
Stockholders Equity:
Preferred stock value	0	0
Series B Preferred Stock [Member]
Stockholders Equity:
Preferred stock value	0	0
Series C Preferred Stock [Member]
Stockholders Equity:
Preferred stock value	$ 1,313	$ 0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	30,000,000,000	30,000,000,000
Common Stock, shares issued	7,854,877,415	3,410,355,200
Common Stock, shares outstanding	7,854,877,415	3,410,355,200
Series A Preferred Stock [Member]
Preferred stock, par or stated value	$ 0.001	$ 0.001
Preferred stock, shares authorized	250	250
Preferred stock, shares issued	250	250
Preferred stock, shares outstanding	250	250
Series B Preferred Stock [Member]
Preferred stock, par or stated value	$ 0.001	$ 0.001
Preferred stock, shares authorized	51	51
Preferred stock, shares issued	51	33
Preferred stock, shares outstanding	51	33
Series C Preferred Stock [Member]
Preferred stock, par or stated value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	1,312,905	0
Preferred stock, shares outstanding	1,312,905	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 1,024,501	$ 983,155	$ 3,258,619	$ 3,012,754
Operating expenses
Cost of revenue	287,439	326,452	1,008,503	996,889
Selling, general and administrative	158,057	234,742	542,120	886,894
Payroll expense	619,659	640,557	2,122,789	1,897,723
Professional Fees	369,674	328,952	1,145,851	792,693
Depreciation and amortization	105,412	124,253	316,233	371,899
Total operating expenses	1,540,241	1,654,956	5,135,496	4,946,098
Loss from operations	(515,740)	(671,801)	(1,876,877)	(1,933,344)
Non-operating income (expense)
Interest expense	(189,830)	(638,720)	(456,947)	(1,542,467)
Amortization of debt discount	(26,562)	(72,113)	(79,686)	(620,764)
Derivative related expenses	0	(100,452)	(2,944,750)	(1,352,527)
Change in derivative liability	(223,676)	(6,246,363)	507,678	(5,219,055)
Loss on extinguishment of debt	(1,131,856)	0	(5,088,555)	0
Gain on forgiveness of PPP Loan	628,403	0	1,133,514	0
Total non-operating income (expense)	(943,521)	(7,057,648)	(6,928,746)	(8,734,813)
Loss from continuing operations before income tax	(1,459,261)	(7,729,449)	(8,805,623)	(10,668,157)
Income from discontinued operation, net of tax	0	0	0	350,700
Provision for income tax	0	0	0	0
Consolidated net loss	(1,459,261)	(7,729,449)	(8,805,623)	(10,317,457)
Noncontrolling interest	(4,587)	(4,410)	(13,704)	(31,825)
Consolidated net loss, controlling interest	$ (1,454,674)	$ (7,725,039)	$ (8,791,919)	$ (10,285,632)
Net income (loss) per common share-basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average shares of capital outstanding - basic and diluted	6,844,198,467	2,927,661,679	3,710,228,168	2,129,022,445

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CONSOLIDATED STATEMENTS OF CASH FLOWS
Net (loss)	$ (8,805,623)	$ (10,317,457)
(Income) from discontinued operations	0	(350,700)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services	263,700	190,450
Loss on derivative	2,944,750	2,238,451
Amortization of debt discount	0	620,764
Loss on extinguishment of debt	5,088,555	0
Gain on forgiveness of PPP loan	(1,133,514)	0
Interest default and accretion addition to notes payable	94,686	0
Depreciation and amortization	316,233	371,889
Change in derivative liability	(507,678)	5,219,055
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	209,972	247,256
(Increase) decrease in other current assets	39,502	(31,055)
Increase (decrease) in accounts payable	(339,358)	161,561
Increase (decrease) in payroll liabilities	(36,108)	418,869
Increase (decrease) in other current liabilities	400,510	310,834
Net cash provided by (used in) in operating activities.	(1,464,373)	(920,073)
Cash flows from investing activities :
Acquisition of property and equipment	0	(16,230)
Net cash used in investing activities	0	(16,230)
Cash flows from financing activities:
Cash receipts from note payable	775,000	527,255
Proceeds from sale of preferred stock series C	1,000,000	0
Payment on note payable	(91,316)	0
Net cash provided by (used in) financing activities	1,683,684	446,015
Net increase (decrease) in cash and cash equivalents	219,311	(490,288)
Cash and cash equivalents, beginning balance	84,262	585,339
Cash and cash equivalents, ending balance	303,573	95,051
Supplemental Disclosure of Cash Flow Information:
Interest	16,924	0
Income taxes	0	0
Summary of Non-Cash Investing and Financing Information:
Stock issued for conversion of debt	943,288	1,504,995
Stock issued for conversion of Series C preferred stock	2,540,000	0
Stock issued for warrant settlement	$ 581,097	$ 0

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock	Series B, Preferred Stock	Noncontrolling Interest	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Series A, Preferred Stock	Series C, Preferred Stock
Balance, shares at Dec. 31, 2019		1,495,004,678	270
Balance, amount at Dec. 31, 2019	$ (3,003,794)	$ 1,495,004	$ 0	$ 131,250	$ 43,597,152	$ (48,227,200)
Common stock issued for debt conversion, shares		132,910,000
Common stock issued for debt conversion, amount	132,910	$ 132,910	0	0	0	0
Extinguishment of derivative liabilities on conversion, amount	132,005	0	0	0	132,005	0
Net loss	(444,784)	$ 0	$ 0	(20,200)	0	(424,584)
Balance, shares at Mar. 31, 2020		1,627,914,678	270
Balance, amount at Mar. 31, 2020	(3,183,663)	$ 1,627,914	$ 0	111,050	43,729,157	(48,651,784)
Balance, shares at Dec. 31, 2019		1,495,004,678	270
Balance, amount at Dec. 31, 2019	(3,003,794)	$ 1,495,004	$ 0	131,250	43,597,152	(48,227,200)
Net loss	(10,317,457)
Balance, shares at Sep. 30, 2020		3,000,000,000	283
Balance, amount at Sep. 30, 2020	(5,468,144)	$ 3,000,000		99,425	49,945,263	(58,512,832)
Balance, shares at Mar. 31, 2020		1,627,914,678	270
Balance, amount at Mar. 31, 2020	(3,183,663)	$ 1,627,914	$ 0	111,050	43,729,157	(48,651,784)
Common stock issued for debt conversion, shares		889,766,383
Common stock issued for debt conversion, amount	889,766	$ 889,766	0	0	0	0
Extinguishment of derivative liabilities on conversion, amount	1,101,419	0	0	0	1,101,419	0
Net loss	(2,143,224)	$ 0	$ 0	(7,215)	0	(2,136,009)
Balance, shares at Jun. 30, 2020		2,517,681,061	270
Balance, amount at Jun. 30, 2020	(3,335,702)	$ 2,517,680	$ 0	103,835	44,830,576	(50,787,793)
Common stock issued for debt conversion, shares		482,318,939
Common stock issued for debt conversion, amount	482,320	$ 482,320	0	0	0	0
Extinguishment of derivative liabilities on conversion, amount	4,924,237	0	0	0	4,924,237	0
Net loss	(7,729,449)	0	$ 0	(4,410)	0	(7,725,039)
Extinguishment of derivative liabilities on conversion, shares			13
Stock issued for services, amount	190,450	$ 0	$ 0	0	190,450	0
Balance, shares at Sep. 30, 2020		3,000,000,000	283
Balance, amount at Sep. 30, 2020	(5,468,144)	$ 3,000,000		99,425	49,945,263	(58,512,832)
Balance, shares at Dec. 31, 2020		3,410,355,200	33				250
Balance, amount at Dec. 31, 2020	(4,874,816)	$ 3,410,355	$ 0	97,018	50,263,645	(58,645,834)	$ 0	$ 0
Extinguishment of derivative liabilities on conversion, amount	2,958,547	0	0	0	2,958,547	0	0	0
Net loss	(6,295,045)	$ 0	0	(4,936)	0	(6,290,109)	0	0
Common stock for debt conversion, shares		943,288,342
Common stock for debt conversion, amount	943,288	$ 943,288	0	0	0	0	0	$ 0
Preferred stock Series C issued, shares								10,000
Preferred stock Series C issued, amount	1,000,000	0	$ 0	0	999,990	0	0	$ 10
Preferred Series B Issuance, shares			3
Preferred Series B Issuance, amount	43,950	$ 0		0	43,950		0	$ 0
Extinguishment of Debt, shares		598,048,320						1,556,905
Extinguishment of Debt, amount	3,435,695	$ 598,048	$ 0	0	2,836,090	0	$ 0	$ 1,557
Balance, shares at Mar. 31, 2021		4,951,691,862	36				250	1,566,905
Balance, amount at Mar. 31, 2021	(2,788,381)	$ 4,951,691	$ 0	92,082	57,102,222	(64,935,943)	$ 0	$ 1,567
Balance, shares at Dec. 31, 2020		3,410,355,200	33				250
Balance, amount at Dec. 31, 2020	(4,874,816)	$ 3,410,355	$ 0	97,018	50,263,645	(58,645,834)	$ 0	$ 0
Net loss	(8,805,623)
Balance, shares at Sep. 30, 2021		7,854,877,415	51				250	1,312,905
Balance, amount at Sep. 30, 2021	(4,498,112)	$ 7,854,877	$ 0	83,314	55,000,137	(67,437,753)	$ 0	$ 1,313
Balance, shares at Mar. 31, 2021		4,951,691,862	36				250	1,566,905
Balance, amount at Mar. 31, 2021	(2,788,381)	$ 4,951,691	$ 0	92,082	57,102,222	(64,935,943)	$ 0	$ 1,567
Net loss	(1,051,317)	$ 0		(4,181)	0	(1,047,136)	0	$ 0
Common stock issued for Preferred Stock conversion, shares		1,230,000,000						(123,000)
Common stock issued for Preferred Stock conversion, amount	0	$ 1,230,000	$ 0	0	(1,229,877)	0	$ 0	$ (123)
Balance, shares at Jun. 30, 2021		6,181,691,862	36				250	1,443,905
Balance, amount at Jun. 30, 2021	(3,839,698)	$ 6,181,691	$ 0	87,901	55,872,345	(65,983,079)	$ 0	$ 1,444
Net loss	(1,459,261)	$ 0	0	(4,587)	0	(1,454,674)	0	$ 0
Common stock issued for Preferred Stock conversion, shares		1,310,000,000						(131,000)
Common stock issued for Preferred Stock conversion, amount	0	$ 1,310,000	0	0	(1,309,869)	0	0	$ (131)
Common stock issued for warrants, shares		363,185,553
Common stock issued for warrants, amount	581,097	$ 363,186	$ 0	0	217,911	0	0	0
Preferred stock Series B issued for services, shares			15
Preferred stock Series B issued for services, amount	219,750	$ 0	$ 0	0	219,750	0	$ 0	$ 0
Balance, shares at Sep. 30, 2021		7,854,877,415	51				250	1,312,905
Balance, amount at Sep. 30, 2021	$ (4,498,112)	$ 7,854,877	$ 0	$ 83,314	$ 55,000,137	$ (67,437,753)	$ 0	$ 1,313

XML

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2021

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Beyond Commerce, Inc. (the “Company”, “we” and “our”), has a planned business objective to develop, acquire, and deploy disruptive strategic software technology and market-changing business models through selling our own products and the acquisitions of existing companies. We plan to offer a cohesive digital product and services platform to provide our future clients with a single point of contact for all their Internet Marketing Technology and Services (IMT&S) and Information Management (IM) initiatives.

Basis of Presentation

The condensed consolidated financial statements and the notes thereto for the periods ended September 30, 2021 and 2020 included herein include the accounts of the Company, its wholly-owned subsidiaries Service 800 Inc., Customer Centered Strategies, LLC (“CCS”), which the Company has an 80% investment interest, and PathUX and IDriveYourCar (which have both been discontinued as of April 24, 2020, see Note 4 – Discontinued Operations).

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All significant intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

XML

NOTE 2. SELECTED ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

SELECTED ACCOUNTING POLICIES

NOTE 2. SELECTED ACCOUNTING POLICIES

Interim Financial Statements

These unaudited condensed consolidated financial statements as of and for the three (3) and nine (9) months ended September 30, 2021 and 2020, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2020 and 2019, respectively, which are included in the Company’s December 31, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 15, 2021. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) and nine (9) months ended September 30, 2021 are not necessarily indicative of results for the entire year ending December 31, 2021.

Use of Estimates

The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Estimates are used in the determination of depreciation and amortization and the valuation for non-cash issuances of equity instruments, income taxes, and contingencies, among others. Actual results could differ materially from these estimates.

Cash and Cash Equivalents

The Company classifies as cash and cash equivalents amounts on deposit in banks and cash temporarily in various instruments with original maturities of nine months or less at the time of purchase. The Company’s cash management system is currently integrated within several banking institutions.

Fair Value of Financial Instruments

The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities.

Fair Value Measurements

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Company applies the fair value hierarchy as established by GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows.

· Level 1 – quoted prices in active markets for identical assets or liabilities.

· Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

· Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

	September 30, 2021 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	424,048	$	424,048
Total	$	-	$	-	$	424,048	$	424,048

	December 31, 2020 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	1,005,617	$	1,005,617
Total	$	-	$	-	$	1,005,617	$	1,005,617

Derivative liability as of December 31, 2020	$	1,005,617
Change in derivative liability during the period		(507,678	)
Reclassed to additional paid in capital for notes converted into shares of common stock		(2,958,547	)
Loss on derivative liability on conversion		2,944,750
Reclass to accrued loss contingency		(60,094	)
Balance at September 30, 2021	$	424,048

Management considers all of its derivative liabilities to be Level 3 liabilities.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC Subtopic 606-10, Revenue Recognition. We recognize revenue as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To recognize revenue, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We account for a contract based on the terms and conditions the parties agree to, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.

The majority of the Company’s revenue is generated by the completion of a survey. Revenue is recognized and customers are billed at the point in time a survey occurs or when a related service is complete. The Company may require a deposit from new customers for set up costs or as down payments. These amounts are not significant to the financial statements.

Valuation of Derivative Instruments

ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts, and recognizes a net gain or loss on debt extinguishment.

	September 30, 2021 Derivative Liability
Expected term	1 year
Exercise price	$	0.00028
Expected volatility		198	%
Expected dividends		None
Risk-free rate		0.09	%

Reclassifications

We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Recent Accounting Pronouncements

The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics.

The FASB has issued ASU No. 2019–12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of ASC 740. The guidance also improves consistent application by clarifying and amending existing guidance from ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein and is to be applied on a retrospective, modified retrospective or prospective approach, depending on the specific amendment. Early adoption is permitted. The adoption of the new guidance did not change anything in the consolidated financial statements and therefore had no material impact.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. The ASU simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. As a result, the new standard may affect net income and EPS, and therefore performance measures, and increase debt levels which may impact debt covenant compliance.

ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted.

The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. The Company has taken the position that any future standards will not be disclosed to the extent they are not material to our operations.

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NOTE 3. GOING CONCERN

9 Months Ended

Sep. 30, 2021

NOTE 3. GOING CONCERN

GOING CONCERN

NOTE 3. GOING CONCERN

The Company's financial statements are prepared using GAAP, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because of recent events, the Company cannot state with certainty of its ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has a working capital deficit, and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in attempting to raise capital from additional debt and equity financing. Due to its nominal revenues, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue, including through the acquisition of Service 800 and CCS or through a merger transaction with a well-capitalized entity. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. If we are unable to obtain additional funds, or if the funds cannot be obtained on terms favorable to us, we will be required to delay, scale back or eliminate our plans to continue to develop and expand our operations or in the extreme situation, cease operations altogether.

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NOTE 4. DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2021

NOTE 4. DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 4. DISCONTINUED OPERATIONS

PathUX, LLC

On April 24, 2020, the Company entered into a Settlement and Release Agreement whereby, effective as of April 1, 2020, the purchase agreement between the former shareholders of PathUX and IDriveYourCar dated May 31, 2019 was effectively unwound, with all assets and liabilities returned to such former shareholders.

Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the PathUX business which is presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the period ended September 30, 2020 is as follows:

	2020
Total net sales	$	219,867
Cost of sales		147,829
Operating, selling, general and administrative expenses		91,133
Amortization of software		134,686
Income (loss) from discontinued operations		(153,781	)
Gain on sale of discontinued operations		504,481
Income tax provision		-
Discontinued operations, net of tax		350,700

As the sale was finalized shortly after close of the first quarter 2020, the current balance sheet no longer reflects these operations.

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NOTE 5. SHORT- AND LONG-TERM BORROWINGS

9 Months Ended

Sep. 30, 2021

NOTE 5. SHORT- AND LONG-TERM BORROWINGS

SHORT- AND LONG-TERM BORROWINGS

NOTE 5. SHORT- AND LONG-TERM BORROWINGS

Short-term and Long-term borrowings, consist of the following:	September 30,		December 31,
Short term debt;	2021		2020
Convertible Promissory Notes, bearing an annual interest rate of 12% secured, due 08/27/2019	$	112,259	$	97,259
Short-Term Note – Jean Mork Bredeson cash deficit holdback, 15%, past due		210,000		210,000
Short-Term Note – Jean Mork Bredeson purchase allocation, 15%, past due		1,409,169		1,409,169
Funding from the Payroll Protection Program, annual interest of 1%, due 04/24/2022		-		500,000
Convertible Promissory Notes, bearing an annual interest rate of 8% secured, due 08/07/2020		-		713,555
Total short-term debt	$	1,731,428	$	2,929,983

Long term debt;
Convertible Promissory Notes, bearing an annual interest rate of 5.0%, due 12/31/22		312,685			350,000
Funding from the SBA Program, annual interest of 3.75%, due 03/30/2051		150,000			-
Promissory Note – Jean Mork Bredeson, interest rate 5.5%, due 2/28/2022		2,100,000			2,100,000
Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021, long term		826,547			826,547
Total short-term and long-term borrowings, before debt discount		5,120,660			6,206,530
Less debt discount		(44,281	)		(123,967	)
Total short-term and long-term borrowings, net	$	5,076,379		$	6,082,563
Short-term and Long-term borrowings, consist of the following:
Short-term borrowings – net of discount	$	1,731,428		$	2,929,983
Long-term borrowings – net of discount		3,344,951			3,152,580
Total Short-Term and long term borrowings – net of discount	$	5,076,379		$	6,082,563

On August 7, 2018, we entered into a securities purchase agreement (“SPA”) with Discover Growth Fund, LLC (“Discover”), pursuant to which we issued a senior secured redeemable convertible debenture in the principal amount of $2,717,391 (of which $217,391 was retained by Discover as an original issue discount) (the “Debenture”), in exchange for $500,000 cash consideration and a promissory note issued to the Company in the amount of $2,000,000 (the “Note”).

During the fiscal year 2019, Discover Growth Fund LLC issued the additional $2,000,000 to the Company and converted $1,249,522 of the aggregate debt. During the year ended December 31, 2020, Discover Growth Fund LLC converted $754,315 of their outstanding debt.

On March 19, 2021, the Company entered into a securities exchange agreement (the “Exchange Agreement”) with an existing institutional investor (the “Investor”), whereby, in exchange for the Investor returning to the Company for cancellation the Senior Secured Redeemable Convertible Debenture, issued by the Company on August 7, 2018, which was convertible into Common Stock at a variable conversion price. The Company is issuing to the Investor 1,556,905 shares of the Company’s Series C Convertible Preferred Stock, which are convertible into a fixed number of shares of Common Stock. The valuation was derived from a loss on extinguishment of debt of $3,435,695 that represents the fair value of debt forgiveness, less the issuance of 598,048,320 common stock shares valued at par of $0.001.

On November 27, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated November 27, 2018, in the amount of $250,000. The lender was Auctus Fund LLC. The notes have a maturity of August 27, 2019 and interest rate of 12% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty-five (25) trading days immediately prior to conversion. Additionally, if the stock price falls below par value, additional shares will be issued at the lower conversion rate so that stocks continue to be issued at par value. The note may be prepaid but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company is currently negotiating an extension with the noteholder as it is currently past due. As a result of a default provision, the interest rate has increased to 24% and additional principal was added in the amount of $15,000. This note has been reduced by the issuance of 1,092,829,802 shares of stock during the years 2019 and 2020. As of September 30, 2021, the outstanding balance is $112,259.

Effective February 28, 2019 as a component of the closing of the business combination between Beyond Commerce, Inc. and Service 800, Jean Mork Bredeson, Founder and President of Service 800, the Company issued a $2,100,000 three-year 5.5% promissory note to Ms. Bredeson. Interest only payments are required during the first year of the note. The $2,100,000 promissory note is personally guaranteed by the estate of George Pursglove whose executor is Geordan Pursglove, the Company’s President and CEO.

As a component of the Service 800 transaction, in lieu of the entire cash payment of $2,100,000 being made to Ms. Bredeson, a $210,000 amount was to be withheld until May 30, 2019 and continues to be outstanding. This note does not carry any interest obligations. Also, as all cash and accounts receivables at the effective date of the closing were to be retained by Ms. Bredeson, this allocation of cash is to be distributed quarterly on a non interest basis as true-ups are derived, which amounted to $1,409,169 as of December 31, 2020 and September 30, 2021 respectively. Although holdbacks did not initially include interest obligations, we agreed to begin accruing interest at 10% in September 2019, and then 15% in October 2019 if we passed an agreed repayment date.

On December 31, 2019, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with TCA Special Situations Credit Strategies ICAV, an Irish collective asset vehicle (the “Buyer” or “TCA ICAV”), and TCA Beyond Commerce, LLC, a Wyoming limited liability company (“TCA Beyond Commerce”), pursuant to which the Buyer purchased from the Company a senior secured redeemable debenture having an initial principal amount of $900,000 and an interest rate of 16% per annum (the “Initial Debenture”).

The Initial Debenture, and any future debentures that may be purchased by Buyer pursuant to the Securities Purchase Agreement (the “Additional Debentures”), is secured through an unconditional and continuing security interest in all of the assets and properties, including after acquired assets, of the Company and each of its subsidiaries, which are acting as guarantors with respect to the Company’s obligations under the Initial Debenture and any Additional Debentures, pursuant to that certain Security Agreement, dated December 31, 2019, entered into by the Company and TCA Beyond Commerce in favor of the Buyer (the “Security Agreement”). In addition, Geordan Pursglove, the Company’s CEO, delivered a personal guaranty with respect to the Company’s obligations under the Securities Purchase Agreement. The maturity date on this security is December 31, 2021. During the year ended December 31, 2020 the Company paid $73,453 to reduce the loan balance.

In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above.

TCA Beyond Commerce entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”), whereby TCA Beyond Commerce acquired 100% of the authorized and issued membership interests of CCS from its sole member (the “CCS Seller”). TCA Beyond Commerce acquired the membership interests for a purchase price of $525,000 (the “CCS Purchase Price”), with $175,000 paid in cash at closing and the remaining $350,000 to be paid through TCA Beyond Commerce’s issuance of a convertible promissory note with an original principal of $350,000 and a conversion feature that provides the CCS Seller with the right to convert outstanding principal and accrued interest into shares of the Company’s common stock at a price based on the 10-day trailing average price of the Company’s stock. The cash maturity date is December 31, 2022. $175,000 is to be paid in cash, with the remaining $175,000 to be repaid through conversion, unless a larger conversion is requested by the noteholder. During the nine months of 2021, payments of principal and accrued interest totaling $46,065 were made reducing the principal balance outstanding to $312,684.

On April 24, 2020, the Company through its Service 800 Inc. subsidiary received $500,000 in funding in conjunction with a promissory note under the Payroll Protection Program is made pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). After sixty (60) days from the date the Loan is funded, but not more than twenty-four (24) weeks from the date the Loan is funded, Borrower shall apply to Bank for loan forgiveness. If the SBA confirms full and complete forgiveness of the unpaid balance of the Loan, and reimburses Bank for the total outstanding balance, principal and interest, Borrower’s obligations under the Loan will be deemed fully satisfied and paid in full. If the SBA does not confirm forgiveness of the Loan, or only partly confirms forgiveness of the Loan, or Borrower fails to apply for loan forgiveness, Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest, and in such case, Bank will establish the terms for repayment of the Loan Balance in a separate documentation to be provided to Borrower, which letter will set forth the Loan Balance, the amount of each monthly payment, the interest rate (not in excess of a fixed rate of one per cent (1.00% per annum), the term of the Loan, and the maturity date of two (2) years from the funding date of the Loan. No principal or interest payments will be due prior to the end of the Deferment Period. Because we anticipate the note being forgiven within the next year it is classified as short term. On April 19, 2021 the loan was forgiven by the SBA.

On February 8, 2021, the Company through its Service 800 Inc. subsidiary, received $625,000 in funding in conjunction with a promissory note under the Payroll Protection Program is made pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). After sixty (60) days from the date the Loan is funded, but not more than twenty-four (24) weeks from the date the Loan is funded, Borrower shall apply to Bank for loan forgiveness. If the SBA confirms full and complete forgiveness of the unpaid balance of the Loan, and reimburses the Bank for the total outstanding balance, principal and interest, Borrower’s obligations under the Loan will be deemed fully satisfied and paid in full. If the SBA does not confirm forgiveness of the Loan, or only partly confirms forgiveness of the Loan, or Borrower fails to apply for loan forgiveness, Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest, and in such case, Bank will establish the terms for repayment of the Loan Balance in a separate documentation to be provided to Borrower, which letter will set forth the Loan Balance, the amount of each monthly payment, the interest rate (not in excess of a fixed rate of one per cent (1.00% per annum), the term of the Loan, and the maturity date of two (2) years from the funding date of the Loan. No principal or interest payments will be due prior to the end of the Deferment Period. Because we anticipate the note being forgiven within the next year it is classified as short term. On August 16, 2021 the loan was forgiven by the SBA.

On March 30, 2021 the Company through its Service 800 Inc. subsidiary, received $150,000 in funding in conjunction with a promissory note under the SBA Loan Program. Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest. This loan is a 30-year term note, bearing 3.75% interest due March 30, 2051. Installment payments, including principal and interest, of $731 monthly, will begin twelve (12) months from the date of the promissory note.

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NOTE 6. COMMON STOCK AND PREFERRED STOCK

9 Months Ended

Sep. 30, 2021

NOTE 6. COMMON STOCK AND PREFERRED STOCK

COMMON STOCK AND PREFERRED STOCK

NOTE 6. COMMON STOCK AND PREFERRED STOCK

On March 2, 2021, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment effecting the amendment and restatement of its Articles of Incorporation (the “Amended and Restated Articles”). The Amended and Restated Articles reflected amendments that effected (i) the increase of the number of shares of common stock that the Company is authorized to issue to ten billion (10,000,000,000); (ii) the 1-for-1,000,000 reverse stock split of the shares of Series A Preferred Stock, with ratable adjustment to the conversion and voting terms; and (iii) the increase of the number of shares of preferred stock that the Company is authorized to issue to sixty million four hundred (60,000,400).

On August 20, 2021, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment effecting the amendment and restatement of its Articles of Incorporation (the “Amended and Restated Articles”). The Amended and Restated Articles reflected amendments that effected the increase of the number of shares of common stock that the Company is authorized to issue to thirty billion (30,000,000,000).

Common Stock

As of September 30, 2021, our authorized capital stock consisted of 30,000,000,000 shares of common stock, par value $0.001 per share.

During the nine months ended, September 30, 2021, the Company issued 1,541,336,662 shares valued at $1,541,337 for the conversion of certain debt and accrued interest into shares of our stock and extinguishment of debt. Additionally, the Company has issued 2,540,000,000 shares valued at $2,540,000 for the conversion of Series C Preferred Stock, and issued 363,185,553 shares valued at $581,097 for settlement of a warrant dispute ( see note 7).

Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

In March 2021, we approved authorization to issue up to 60,000,400 shares of preferred stock, which are designated Series A, B, C and undesignated Preferred Stock. As of November 14, 2021, we have 249.9999 shares of Series A Preferred Stock issued and outstanding.

We have designated 250 shares of Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A Preferred Stock”).

The Series A Preferred Stock will, with respect to each holder of the Series A Preferred Stock, be entitled to three million (3,000,000) votes for each share of Series A Preferred Stock standing in his, her or its name on the books of the corporation. Each share of Series A Preferred Stock is convertible, at the option of the holder, into one million shares of Common Stock. The Series A Preferred Stock is entitled, in the event of any voluntary liquidation, dissolution or winding up of the Corporation, to receive payment or distribution of a preferential amount before any payments or distributions are received by any class or series of common stock. Subject to the prior or equal rights of the holders of all classes of stock at the time outstanding having prior or equal rights as to dividends and ranking ahead of the Common Stock, the holders of the Series A Preferred Stock shall be entitled to therefore receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available, such dividends as may be declared from time to time by the Board of Directors.

Following the cancellation of 100 shares of Pre-reverse stock split Series A Preferred Stock, such 100 shares of Preferred Stock were returned to treasury, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights. The Board issued on October 2, 2019, 20 shares of the Series B Preferred to Geordan Pursglove. An additional 13 shares of Series B Preferred was issued to Geordan Pursglove on August 4, 2020. During the first quarter, Mr. Pursglove was issued three (3) shares of Series B Preferred stock valued at $43,950. The value of the October 2, 2019 transaction is $293,000 based on an independent valuation of the transaction and the value of the August 4, 2020 transaction is $190,450.

During the third quarter, Mr. Pursglove was issued nine (9) shares of Series B Preferred and Peter Stazzone was issued six (6) shares of Series B Preferred. The value of the August 18, 2021 transaction is $219,750.

We have designated 51 shares of Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B Preferred Stock”). One (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (e.g., ((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Articles of Incorporation or by-laws. Such concentrated control of the Company may adversely affect the price of our common stock. A stockholder that acquires common stock will not have an effective voice in the management of the Company.

We have designated 50,000,000 shares of Series C Convertible Preferred Stock, par value of $0.001 per share (the “Series C Preferred Stock”).

The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) pari passu with the Corporation’s Common Stock, $0.001 par value per share (“Common Stock”); (b) junior to all other series of Preferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Corporation after the date of this Designation (the “Other Preferred”), and (c) junior to all existing and future indebtedness of the Corporation.

Holders of the Series C Preferred Stock shall vote on all matters requiring a vote of the shareholders of the Corporation, together with the holders of shares of Common Stock and other classes of Preferred Stock entitled to vote, as a single class. Subject to the applicable beneficial ownership limitation, each Holder shall be entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder’s Preferred Shares would be convertible using the record date for determining the stockholders of the Corporation eligible to vote on such matters as the date as of which the number of Conversion Shares is calculated. Holders of the Series C Preferred Stock will also be entitled to vote as a separate class with respect to any matter as to which such voting rights are required by applicable law.

During the first quarter of 2021, the Company issued 1,566,905 shares of Series C Preferred, valued at $3,837,647. This was part of a settlement the Company reached with Discover to redeem the secured redeemable convertible debenture dated August 7, 2018. The valuation was derived from a loss on extinguishment of debt of $3,435,695 that represents the fair value of debt forgiveness, less the issuance of 598,048,320 common stock shares valued at par of $0.001, plus cash proceeds to the Company of $1,000,000 from the SPA that the Company entered into. During the second quarter of 2021, 123,000 shares of Series C Convertible Preferred Stock were converted to 1,230,000,000 shares of common stock.

On July 7, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On July 22, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On August 5, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On August 20, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On September 14, 2021, 16,000 shares of Series C Convertible Preferred Stock were converted to 160,000,000 shares of common stock.

On September 22, 2021, 29,000 shares of Series C Convertible Preferred Stock were converted to 290,000,000 shares of common stock.

On September 29, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

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NOTE 7. COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

NOTE 7. COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

Legal Matters

A complaint against the Company, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to the Company's acquisition of Service 800, seeking in excess of $1.6 million in damages. On March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees of Service 800. Answers and Affirmative and Additional Defenses to Third Party Claims were filed by Ms. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and, on April 24, 2020, Ms. Bredeson filed a Motion to Dismiss. The Court denied in full Ms. Bredeson’s motion to dismiss or for a more definite statement. Subsequently, using a wholly owned entity she controls, Ms. Bredeson filed another matter, captioned Green Valley Associates Inc. vs Service 800 Inc., 27-CV-20-13800. Although Ms. Bredeson is seeking to have the matters handled by separate judges, the Company is seeking consolidation of the two matters before Judge Klein, the judge who denied Ms. Bredeson's motion to dismiss. Ms. Bredeson also has since filed, and then withdrawn, other motions, without allowing them to reach Judge Klein. The discovery process remains ongoing, and we expect the matter will continue for another six months before substantive motions can be filed. An early attempt at mediation was unsuccessful, but another attempt at the end of discovery may be more fruitful. In the interim, the Company is continuing to vigorously defend itself against this lawsuit.

The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 5, states that a firm must distinguish between losses that are probable, reasonably probable or remote. If a contingent liability is deemed probable, it must be directly reported in the financial statements. In July 2010, the FASB issued ASC 450-20 that updated the Standard and uses “probable,” “reasonably possible,” and “remote” to determine the likelihood of the future event that will confirm a loss, an impairment of an asset, or the incurrence of a liability.

Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and (2) the amount can be reasonably estimated. No accrual has been made in the above matter as the determination is that a loss is not probable as of September 30, 2021 nor can a loss be reasonably estimated.

A complaint against the Company, dated June 9, 2021, has been filed in Salt Lake County, Utah, by Iliad Research and Trading, L.P. (“Iliad”), a former noteholder, that claims a Notice of Exercise of Warrant was delivered and the Company failed to timely deliver the Warrant shares. The shares to be issued are based on a $32,500 warrant principal that is exercisable based on the lesser of $0.15, or the average of the three lowest closing bid prices in the prior 20 trading days multiplied by a 45% discount. Iliad is seeking in excess of $1.4 million in damages. The Company and Iliad reached a Settlement Agreement and on August 20, 2021 the Company issued 363,185,553 shares of Common Stock to Iliad.

A complaint against the Company, dated July 29, 2021, has been filed in the United States District Court of Nevada, by Discover Growth Fund, LLC, (“Discover”), a current stockholder, for claims related to the issuance of shares of Series C Preferred Stock to Discover during the first quarter of 2021. On August 20, 2021, the Company and Discover reached a Settlement Agreement whereby the Company will issue 72,638 shares of Preferred Series C stock to Discover. This Settlement Agreement is conditioned upon obtaining a court order approving the settlement between the parties. The court has scheduled a hearing for the approval on November 19, 2021.

Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and (2) the amount can be reasonably estimated. An accrual of a loss contingency has been made in the above matter as the determination is that a loss is probable as of September 30, 2021 and the loss is reasonably estimated to be $871,656.

In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

Other than as set forth above, to our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or any of our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Operating Lease

We currently lease virtual office space at 3773 Howard Hughes Parkway, Suite: 500 Las Vegas, NV 89169. We pay an annual fee of $120 for this lease. There is also a location in Minnesota for Service 800, Inc. On February 20, 2020 the company moved Service 800, Inc. to 110 Cheshire Lane, Minnetonka Minnesota 55305. Service 800 leases 3,210 square feet of office space under an operating lease agreement with Carlson Center East LLC. The lease, which expires June 30, 2023, requires base monthly rents of $4,160, plus operating expenses.

The public entity guidance in ASU 2016-02, Leases (Topic 842) requires lessees to recognize substantially all leases on their balance sheets as lease liabilities with a corresponding right-of-use asset. Our accounting policy is to keep leases with an initial term of 12 months or less off of the balance sheet.

The Company leases office space under an operating lease. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease. Operating lease, right-of-use assets, and liabilities are recognized at the lease commencement date based on the present value of lease payments over the reasonably certain lease term. The implicit rates with the Company’s operating leases are generally not determinable and the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of its lease payments. The determination of the Company’s incremental borrowing rate requires judgement. The company determines its incremental borrowing rate for each lease using its then-current borrowing rate. Certain of the Company’s leases may include options to extend or terminate the lease. The Company establishes the number of renewal options periods used in determining the operating lease term based upon its assessment at the inception of the operating lease. The option to renew the lease may be automatic, at the option of the Company, or mutually agreed to between the landlord and the Company. Once the facility lease term has begun, the present value of the aggregate future minimum lease payments is recorded as a right-of-use asset.

Lease expense is recognized on a straight-line basis over the term of the lease. There are no options to extend or terminate the leases. The Company has no other leases yet to commence.

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NOTE 8. RELATED PARTIES

9 Months Ended

Sep. 30, 2021

NOTE 8. RELATED PARTIES

RELATED PARTIES

NOTE 8. RELATED PARTIES

During the first quarter, Mr. Pursglove received three (3) shares of Series B Preferred stock valued at $43,950. During the third quarter, Mr. Pursglove was issued an additional nine (9) shares of Series B Preferred and then Chief Financial Officer, Peter Stazzone, was issued six (6) shares of Series B Preferred. The value of the August 18, 2021 transaction is $219,750. The fair value of these shares was estimated based on a third-party valuation report and were issued to maintain voting control.

On May 8, 2019, the Company issued a short-term convertible note payable for $54,000 to a member of the Board of Directors. The note had a sixty-day term which was due on July 8, 2019 and bears interest at a rate of 15% per annum. The principal amount due of $54,000 was paid on May 26, 2021.

On July 19, 2021, the Company issued a convertible promissory note (the “Note”) in favor of Geordan G. Pursglove, the Company’s Chairman and Chief Executive Officer, in the principal amount of $1,500,000, in satisfaction of Mr. Pursglove’s accrued salary owing of $1,239,800 and $260,200 for loss on settlement. The Note accrues interest at 2% per annum, with the principal and interest payments due in twelve equal monthly installments. At the holder’s election, the Note is convertible into shares of the Company’s common stock, at a price per share equal to 100% of the average closing price of the Company's common stock for the five trading days immediately preceding the date of such conversion (the “Conversion Price”). The cash maturity date is July 19, 2022.

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NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK

9 Months Ended

Sep. 30, 2021

NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK

The Company follows ASC 260-10, which requires presentation of basic and diluted Earnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated financial statements, basic net income (loss) per share of common stock is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the year. Basic net income (loss) per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Convertible debt that is convertible into 1,692,290,991 and 2,361,446,290 shares of the Company’s common stock are not included in the computation, along with 249,999,900 and 249,999,900 of the Company’s Preferred Series A stock after conversion, as well as 13,129,050,000 and zero shares of the Company’s Preferred Series C stock after conversion for the periods ended September 30, 2021 and December 31, 2020, respectively. Additionally, there are 16,666,667 and 16,666,667 warrants that are exercisable into shares of stock as of September 30, 2021 and December 31, 2020, respectively. As warrants are exercisable above the current market rate, they would be excluded from any dilutive share calculations.

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three and nine - month periods ended September 30, 2021 and 2020:

	Nine-month period ended September 30,						Three-month period ended September 30,
	2021			2020			2021			2020
Loss from continuing operations	$	(8,791,919	)	$	(10,668,157	)	$	(1,454,674	)	$	(7,729,449	)
Income from discontinued operations		-			350,700			-			-
Consolidated net loss	$	(8,791,919	)		(10,317,457	)	$	(1,454,674	)	$	(7,729,449	)
Weighted average shares used for diluted earnings per share		3,710,228,168			2,129,022,445			6,844,198,467			2,927,661,679
Incremental Diluted Shares		-	*		-	*		-	*		-	*
Weighted Average shares used for diluted earnings per share		3,710,228,168			2,129,022,445			6,844,198,467			2,927,661,679
Net income (loss) per share:
Basic and Diluted: continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Basic and Diluted: discontinued operations	$	-		$	0.00		$	-		$	-
Total Basic and Diluted loss per share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

* The shares associated with convertible debt, preferred stock, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e., reduce the net loss per common share).

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NOTE 10. SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

NOTE 10. SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

On October 5, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

On October 8, 2021, 22,000 shares of Series C Convertible Preferred Stock were converted to 220,000,000 shares of common stock.

On October 13, 2021, 23,000 shares of Series C Convertible Preferred Stock were converted to 230,000,000 shares of common stock.

On October 15, 2021, 24,000 shares of Series C Convertible Preferred Stock were converted to 240,000,000 shares of common stock.

On October 18, 2021, 46,000 shares of Series C Convertible Preferred Stock were converted to 460,000,000 shares of common stock.

On October 19, 2021, 48,400 shares of Series C Convertible Preferred Stock were converted to 484,000,000 shares of common stock.

On October 20, 2021, 50,990 shares of Series C Convertible Preferred Stock were converted to 509,900,000 shares of common stock.

On October 29, 2021, 53,670 shares of Series C Convertible Preferred Stock were converted to 536,700,000 shares of common stock.

On November 11, 2021, 45,969 shares of Series C Convertible Preferred Stock were converted to 459,690,000 shares of common stock.

A complaint against the Company, dated July 29, 2021, has been filed in the United States District Court of Nevada, by Discover Growth Fund, LLC. (“Discover”), a current stockholder for claims related to the issuance of shares of Series C Preferred Stock to Discover during the first quarter of 2021. On August 20, 2021, the Company and Discover reached a Settlement Agreement whereby the Company will issue 72,638 shares of Preferred Series C stock to Discover. This Settlement Agreement is conditioned upon obtaining a court order approving the settlement between the parties. The court has scheduled a hearing for the approval on November 19, 2021.

On October 25, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Discover Growth Fund, LLC. (“Discover”), a current stockholder, for cash proceeds of $1,000,000 for the purchase of 10,000 shares of Series C Convertible Preferred Stock that are convertible into 100,000,000 shares of the Company’s common stock at the fixed conversion price of $0.01 per share.

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NOTE 2. SELECTED ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Interim Financial Statements

These unaudited condensed consolidated financial statements as of and for the three (3) and nine (9) months ended September 30, 2021 and 2020, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2020 and 2019, respectively, which are included in the Company’s December 31, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 15, 2021. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) and nine (9) months ended September 30, 2021 are not necessarily indicative of results for the entire year ending December 31, 2021.

Use of Estimates

The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Estimates are used in the determination of depreciation and amortization and the valuation for non-cash issuances of equity instruments, income taxes, and contingencies, among others. Actual results could differ materially from these estimates.

Cash and Cash Equivalents

The Company classifies as cash and cash equivalents amounts on deposit in banks and cash temporarily in various instruments with original maturities of nine months or less at the time of purchase. The Company’s cash management system is currently integrated within several banking institutions.

Fair Value of Financial Instruments

The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities.

Fair Value Measurements

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Company applies the fair value hierarchy as established by GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows.

· Level 1 – quoted prices in active markets for identical assets or liabilities.

· Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

· Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

	September 30, 2021 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	424,048	$	424,048
Total	$	-	$	-	$	424,048	$	424,048

	December 31, 2020 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	1,005,617	$	1,005,617
Total	$	-	$	-	$	1,005,617	$	1,005,617

Derivative liability as of December 31, 2020	$	1,005,617
Change in derivative liability during the period		(507,678	)
Reclassed to additional paid in capital for notes converted into shares of common stock		(2,958,547	)
Loss on derivative liability on conversion		2,944,750
Reclass to accrued loss contingency		(60,094	)
Balance at September 30, 2021	$	424,048

Management considers all of its derivative liabilities to be Level 3 liabilities.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC Subtopic 606-10, Revenue Recognition. We recognize revenue as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To recognize revenue, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We account for a contract based on the terms and conditions the parties agree to, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.

The majority of the Company’s revenue is generated by the completion of a survey. Revenue is recognized and customers are billed at the point in time a survey occurs or when a related service is complete. The Company may require a deposit from new customers for set up costs or as down payments. These amounts are not significant to the financial statements.

Valuation of Derivative Instruments

ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts, and recognizes a net gain or loss on debt extinguishment.

	September 30, 2021 Derivative Liability
Expected term	1 year
Exercise price	$	0.00028
Expected volatility		198	%
Expected dividends		None
Risk-free rate		0.09	%

Reclassifications

We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Recent Accounting Pronouncements

The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics.

The FASB has issued ASU No. 2019–12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of ASC 740. The guidance also improves consistent application by clarifying and amending existing guidance from ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein and is to be applied on a retrospective, modified retrospective or prospective approach, depending on the specific amendment. Early adoption is permitted. The adoption of the new guidance did not change anything in the consolidated financial statements and therefore had no material impact.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. The ASU simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. As a result, the new standard may affect net income and EPS, and therefore performance measures, and increase debt levels which may impact debt covenant compliance.

ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted.

The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. The Company has taken the position that any future standards will not be disclosed to the extent they are not material to our operations.

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NOTE 2. SELECTED ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2021

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Schedule of fair value, assets and liabilities

	September 30, 2021 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	424,048	$	424,048
Total	$	-	$	-	$	424,048	$	424,048

	December 31, 2020 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities
Derivative Liabilities	$	-	$	-	$	1,005,617	$	1,005,617
Total	$	-	$	-	$	1,005,617	$	1,005,617

Schedule of Derivative Liabilities at Fair Value

Derivative liability as of December 31, 2020	$	1,005,617
Change in derivative liability during the period		(507,678	)
Reclassed to additional paid in capital for notes converted into shares of common stock		(2,958,547	)
Loss on derivative liability on conversion		2,944,750
Reclass to accrued loss contingency		(60,094	)
Balance at September 30, 2021	$	424,048

Schedule of Assumptions Used

	September 30, 2021 Derivative Liability
Expected term	1 year
Exercise price	$	0.00028
Expected volatility		198	%
Expected dividends		None
Risk-free rate		0.09	%

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NOTE 4. DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2021

NOTE 4. DISCONTINUED OPERATIONS

Schedule of Consolidated Statements of Operations

	2020
Total net sales	$	219,867
Cost of sales		147,829
Operating, selling, general and administrative expenses		91,133
Amortization of software		134,686
Income (loss) from discontinued operations		(153,781	)
Gain on sale of discontinued operations		504,481
Income tax provision		-
Discontinued operations, net of tax		350,700

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NOTE 5. SHORT- AND LONG-TERM BORROWINGS (Tables)

9 Months Ended

Sep. 30, 2021

NOTE 5. SHORT- AND LONG-TERM BORROWINGS

Schedule of short-term and long-term borrowings

Short-term and Long-term borrowings, consist of the following:	September 30,		December 31,
Short term debt;	2021		2020
Convertible Promissory Notes, bearing an annual interest rate of 12% secured, due 08/27/2019	$	112,259	$	97,259
Short-Term Note – Jean Mork Bredeson cash deficit holdback, 15%, past due		210,000		210,000
Short-Term Note – Jean Mork Bredeson purchase allocation, 15%, past due		1,409,169		1,409,169
Funding from the Payroll Protection Program, annual interest of 1%, due 04/24/2022		-		500,000
Convertible Promissory Notes, bearing an annual interest rate of 8% secured, due 08/07/2020		-		713,555
Total short-term debt	$	1,731,428	$	2,929,983

Long term debt;
Convertible Promissory Notes, bearing an annual interest rate of 5.0%, due 12/31/22		312,685			350,000
Funding from the SBA Program, annual interest of 3.75%, due 03/30/2051		150,000			-
Promissory Note – Jean Mork Bredeson, interest rate 5.5%, due 2/28/2022		2,100,000			2,100,000
Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021, long term		826,547			826,547
Total short-term and long-term borrowings, before debt discount		5,120,660			6,206,530
Less debt discount		(44,281	)		(123,967	)
Total short-term and long-term borrowings, net	$	5,076,379		$	6,082,563
Short-term and Long-term borrowings, consist of the following:
Short-term borrowings – net of discount	$	1,731,428		$	2,929,983
Long-term borrowings – net of discount		3,344,951			3,152,580
Total Short-Term and long term borrowings – net of discount	$	5,076,379		$	6,082,563

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NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables)

9 Months Ended

Sep. 30, 2021

NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK

Schedule of Earnings Per Share, Basic and Diluted

	Nine-month period ended September 30,						Three-month period ended September 30,
	2021			2020			2021			2020
Loss from continuing operations	$	(8,791,919	)	$	(10,668,157	)	$	(1,454,674	)	$	(7,729,449	)
Income from discontinued operations		-			350,700			-			-
Consolidated net loss	$	(8,791,919	)		(10,317,457	)	$	(1,454,674	)	$	(7,729,449	)
Weighted average shares used for diluted earnings per share		3,710,228,168			2,129,022,445			6,844,198,467			2,927,661,679
Incremental Diluted Shares		-	*		-	*		-	*		-	*
Weighted Average shares used for diluted earnings per share		3,710,228,168			2,129,022,445			6,844,198,467			2,927,661,679
Net income (loss) per share:
Basic and Diluted: continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Basic and Diluted: discontinued operations	$	-		$	0.00		$	-		$	-
Total Basic and Diluted loss per share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

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SELECTED ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Liabilities
Derivative Liabilities	$ 424,048		$ 1,005,617
Total	424,048	$ 226,552	1,005,617
Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative Liabilities	0		0
Total	0		0
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative Liabilities	0		0
Total	0		0
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative Liabilities	424,048		1,005,617
Total	$ 424,048		$ 1,005,617

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SELECTED ACCOUNTING POLICIES (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Derivative liabilities at beginning	$ 1,005,617
Change in derivative liability during the period	(507,678)
Reclassed to additional paid in capital for notes converted into shares of common stock	(2,958,547)
Loss on derivative liability on conversion	2,944,750	$ 2,238,451
Reclass to accrued loss contingency	(60,094)
Derivative liabilities at end	$ 424,048

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SELECTED ACCOUNTING POLICIES (Details 2)	9 Months Ended
	Sep. 30, 2021 $ / shares
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Expected term	1 year
Exercise price	$ 0.00028
Expected volatility	198
Expected dividends	0.00%
Risk-free rate	0.09%

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DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Cost of sales	$ 287,439	$ 326,452	$ 1,008,503	$ 996,889
Operating, selling, general and administrative expenses	158,057	234,742	542,120	886,894
Income tax provision	0	0	0	0
Discontinued operations, net of tax	$ 0	$ 0	0	$ 350,700
PathUX
Total net sales			219,867
Cost of sales			147,829
Operating, selling, general and administrative expenses			91,133
Amortization of software			134,686
Income (loss) from discontinued operations			(153,781)
Gain on sale of discontinued operations			504,481
Income tax provision			0
Discontinued operations, net of tax			$ 350,700

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SHORT- AND LONG-TERM BORROWINGS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Short term debt	$ 1,731,428	$ 2,929,983
Short-term borrowings - net of discount	1,731,428	2,929,983
Long-term borrowings - net of discount	3,344,951	3,152,580
Total short-term and long term borrowings, before debt discount	5,120,660	6,206,530
Less debt discount	(44,281)	(123,967)
Total short-term and long-term borrowings, net	5,076,379	6,082,563
Total Debt net of Discounts	5,076,379	6,082,563
Related Party | Promissory Note
Long term debt	2,100,000	2,100,000
Related Party | SBA Program
Long term debt	150,000	0
Convertible Promissory Notes Two
Short term debt	0	713,555
Short term note | Related Party
Short term debt	210,000	210,000
Short term note Two | Related Party
Short term debt	1,409,169	1,409,169
Payroll Protection Program
Short term debt	0	500,000
Senior Secured Redeemable Debenture
Short term debt	826,547	826,547
Convertible Promissory Notes
Short term debt	112,259	97,259
Convertible Promissory Notes | Related Party
Long term debt	$ 312,685	$ 350,000

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SHORT- AND LONG-TERM BORROWINGS (Details Narrative) - USD ($)		1 Months Ended		9 Months Ended		12 Months Ended
	May 08, 2019	Oct. 30, 2019	Sep. 30, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	May 30, 2019
Debt instrument interest rate	15.00%
Proceeds from convertible promissory note				$ 775,000	$ 527,255
Common stock shares issued				7,854,877,415		3,410,355,200
Jean Mork Bredeson
Debt instrument interest rate		15.00%	10.00%
Retained cash and accounts receivables				$ 1,409,169		$ 1,409,169
Withheld amount								$ 2,100,000
TCA Special Situations Credit Strategies ICAV
Issuance of senior secured redeemable convertible debenture							$ 900,000
Debt instrument interest rate							16.00%
Debt instrument maturity date							December 31, 2021
Repayment of debt						73,453
TCA Beyond Commerce
Acquired membership interest				100.00%
Total membership purchase price				$ 525,000
Purchase price paid in cash				175,000
Purchase price paid in convertible promissory note				350,000
Payments of principal and accrued interest				46,065
Principal outstanding balance				$ 312,684
Purchase price payment description				The cash maturity date is December 31, 2022. $175,000 is to be paid in cash, with the remaining $175,000 to be repaid through conversion, unless a larger conversion is requested by the noteholder
February 28, 2019 Member | Jean Mork Bredeson
Issuance of a promissory note				$ 2,100,000
Debt instrument interest rate				5.50%
April 24, 2020 | Payroll Protection Program
Proceeds from convertible promissory note				$ 500,000
February 8, 2021 | Payroll Protection Program
Proceeds from convertible promissory note				$ 625,000
March 30, 2021 | SBA Loan Program
Debt instrument interest rate				3.75%
Debt instrument maturity date				March 30, 2051
Proceeds from convertible promissory note				$ 150,000
Installment payments description				Installment payments, including principal and interest, of $731 monthly, will begin twelve (12) months from the date of the promissory note
March 19, 2021 [Member] | Investor [Member]
Preferred stock shares issued				1,556,905
Loss on extinguishment of debt				$ 3,435,695
Common stock shares issued				598,048,320
Common stock shares valued at par				$ 0.001
Discover Growth Fund, LLC [Member]
Issuance of senior secured redeemable convertible debenture							$ 2,000,000
Debt instrument converted amount						$ 754,315	$ 1,249,522
Discover Growth Fund, LLC [Member] | August 7, 2018 [Member]
Issuance of senior secured redeemable convertible debenture				$ 2,717,391
Original issue discount				217,391
Proceeds from Issuance of senior secured redeemable convertible debenture				500,000
Issuance of a promissory note				$ 2,000,000
Auctus Fund LLC [Member] | November 27, 2018 [Member]
Debt instrument interest rate				12.00%
Debt instrument maturity date				August 27, 2019
Proceeds from convertible promissory note				$ 250,000
Common stock shares issued							1,092,829,802
Revised interest rate				24.00%
Additional proceeds from convertible promissory note				$ 15,000
Convertible promissory note outstanding balance				$ 112,259

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COMMON STOCK AND PREFERRED STOCK (Details Narrative) - USD ($)				1 Months Ended				3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 14, 2021	Aug. 05, 2021	Jul. 07, 2021	Sep. 29, 2021	Sep. 22, 2021	Aug. 20, 2021	Jul. 22, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Nov. 14, 2021	Aug. 18, 2021	Dec. 31, 2020	Aug. 04, 2020	Mar. 31, 2020	Oct. 02, 2019
Common Stock, par value (in dollars per share)										$ 0.001			$ 0.001
Common Stock, authorized										30,000,000,000			30,000,000,000
Common stock issued for accounts payable conversion, Shares										Following the cancellation of 100 shares of Pre-reverse stock split Series A Preferred Stock, such 100 shares of Preferred Stock were returned to treasury, increasing the number of shares of authorized undesignated preferred stock from 0 to 100. The Board designated 51 of such 100 shares as Series B Preferred. Each share of Series B Preferred carries approximately 1% of the voting power, but these shares do not have any economic rights
Stock issued for debt conversion, Amount										$ 1,541,337
Stock issued for debt conversion, Shares										1,541,336,662
Common stock shares issued upon conversion of Series C Preferred Stock										2,540,000
Common stock shares issued upon conversion of Series C Preferred Stock, value										$ 2,540,000,000
Common stock shares issued for warrant dispute, shares										363,185,553
Common stock shares issued for warrant dispute, value										$ 581,097
Common stock shares issued										7,854,877,415			3,410,355,200
Series A Preferred Stock [Member]
Preferred stock, shares issued										250	250		250
Preferred stock, shares authorized										250			250
Preferred stock, par or stated value										$ 0.001			$ 0.001
Preferred Stock outstanding										250	250		250
Series B Preferred Stock [Member]
Preferred stock, shares issued										51			33		3	20
Preferred stock, shares authorized										51			51
Preferred stock, par or stated value										$ 0.001			$ 0.001
Preferred Stock outstanding										51			33
Voting percentage										1.00%
Series C Preferred Stock [Member]
Common stock shares issued upon conversion of Series C Preferred Stock	160,000,000	160,000,000	160,000,000	220,000,000	290,000,000	160,000,000	160,000,000		123,000
Common stock shares issued upon conversion of Series C Preferred Stock, value									$ 1,230,000,000
Preferred stock, shares issued								1,566,905		1,312,905			0
Loss on extinguishment of debt								$ 3,837,647
Preferred stock, shares issued value								$ 3,837,647
Preferred stock, shares authorized										50,000,000			50,000,000
Preferred stock, par or stated value										$ 0.001			$ 0.001
Common stock shares valued at par								$ 0.001
Common stock shares issued								598,048,320
Proceeds from issuance of preferred stock								$ 1,000,000
Converted preferred stock units	16,000	16,000	16,000	22,000	29,000	16,000	16,000
Preferred Stock outstanding										1,312,905			0
August 20, 2021 [Member]
Common Stock, authorized										30,000,000,000
March 2, 2021 [Member]
Common Stock, authorized										10,000,000,000
Preferred stock, shares authorized										60,000,400
Reverse stock split										1-for-1,000,000
Investor [Member] | March 19, 2021 [Member]
Preferred stock, shares issued										1,556,905
Loss on extinguishment of debt										$ 3,435,695
Common stock shares valued at par										$ 0.001
Common stock shares issued										598,048,320
Peter Stazzone
Preferred stock, shares issued										6
Value of transaction												$ 219,750
Geordan Pursglove
Preferred stock, shares issued										9				13	3	9
Value of transaction														$ 190,450		$ 293,000
Preferred stock, shares issued value															$ 43,950

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		9 Months Ended
	Jun. 09, 2021	Sep. 30, 2021	Aug. 20, 2021	Jul. 29, 2021	Dec. 31, 2020
Annual lease fee		$ 120
Common stock shares issued		7,854,877,415			3,410,355,200
Service 800
Monthly rent		$ 4,160
Lease Expiration Date		Jun. 30, 2023
Iliad
Common stock shares issued			363,185,553
Notice of Exercise of Warrant description	The shares to be issued are based on a $32,500 warrant principal that is exercisable based on the lesser of $0.15, or the average of the three lowest closing bid prices in the prior 20 trading days multiplied by a 45% discount. Iliad is seeking in excess of $1.4 million in damages
Discover
Preferred stock shares issuable				72,638
Estimated loss				$ 871,656

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RELATED PARTIES (Details Narrative) - USD ($)		1 Months Ended
	May 08, 2019	Jul. 19, 2021	Sep. 30, 2021	Aug. 18, 2021	Aug. 04, 2020	Mar. 31, 2020	Oct. 02, 2019
Due date	Jul. 08, 2019
Interest rate	15.00%
Promissory Note	$ 54,000
Due date description	sixty-day term
Peter Stazzone
Preferred stock, shares issued			6
Value of transaction				$ 219,750
Geordan Pursglove
Interest rate		2.00%
Preferred stock, shares issued			9		13	3	9
Preferred stock, shares issued value						$ 43,950
Issuance of a promissory note		$ 1,500,000
Accrued salary		1,239,800
Loss on settlement		$ 260,200
Value of transaction					$ 190,450		$ 293,000

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NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
NOTE 9. NET INCOME (LOSS) PER SHARE OF COMMON STOCK
Loss from continuing operations	$ (1,454,674)	$ (7,729,449)	$ (8,791,919)	$ (10,668,157)
Income from discontinued operation, net of tax	0	0	0	350,700
Consolidated net loss	$ (1,459,261)	$ (7,729,449)	$ (8,805,623)	$ (10,317,457)
Weighted average shares used for diluted earnings per share	6,844,198,467	2,927,661,679	3,710,228,168	2,129,022,445
Weighted Average shares used for diluted earnings per share	6,844,198,467	2,927,661,679	3,710,228,168	2,129,022,445
Net income (loss) per share:
Basic and Diluted continuing operations	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Basic and Diluted: discontinued operations	0	0	0	0.00
Total Basic and Diluted Loss Per Share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)

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NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Details Narrative) - shares	Sep. 30, 2021	Dec. 31, 2020
Warrant
Antidulited securites excluded from computation of the basic and diluted earnings per share	16,666,667	16,666,667
Series A Preferred Stock [Member]
Antidulited securites excluded from computation of the basic and diluted earnings per share	249,999,900	249,999,900
Series C Preferred Stock [Member]
Antidulited securites excluded from computation of the basic and diluted earnings per share	13,129,050,000	0
Convertible Debt [Member]
Antidulited securites excluded from computation of the basic and diluted earnings per share	1,692,290,991	2,361,446,290

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)						1 Months Ended					9 Months Ended
	Nov. 11, 2021	Oct. 15, 2021	Oct. 13, 2021	Oct. 08, 2021	Oct. 05, 2021	Oct. 29, 2021	Oct. 25, 2021	Oct. 20, 2021	Oct. 19, 2021	Oct. 18, 2021	Sep. 30, 2021	Jul. 29, 2021
Purchase of Series C Convertible Preferred Stock												$ 10,000
Common stock shares issued upon conversion of Series C Preferred Stock											2,540,000
Discover
Preferred stock, shares issued												72,638
Subsequent Event [Member]
Converted preferred stock units	45,969	24,000	23,000	22,000	22,000	53,670		50,990	48,400	46,000
Common stock shares issued upon conversion of Series C Preferred Stock	459,690,000	240,000,000	230,000,000	220,000,000	220,000,000	536,700,000	100,000,000	509,900,000	484,000,000	460,000,000
Cash proceeds							$ 1,000,000
Fixed conversion price							$ 0.01