10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2018

or

[  ] Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________.

Commission file number 000-53988

DSG GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-1134956
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

214 - 5455 152nd Street

Surrey, British Columbia V3S 5A5, Canada

(Address of principal executive offices, zip code)

(604) 575-3848

(Registrant’s telephone number, including area code)

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 requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X ]

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

Large accelerated filer	[  ]		Accelerated filer	[  ]
Non-accelerated filer	[  ]	(Do not check if smaller reporting company)	Smaller reporting company	[X]

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

As August 10, 2018, the issuer had 1,643,444,139 shares of common stock issued and outstanding.

DSG GLOBAL, INC.
TABLE OF CONTENTS

		Page No.
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Interim Condensed Consolidated Balance Sheets	4
	Interim Condensed Consolidated Statements of Operations	5
	Interim Condensed Consolidated Statements of Cash Flows	6
	Notes to Interim Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
Signatures		42

2

PART I: FINANCIAL INFORMATION

ITEM 1: Financial Statements (unaudited)

The accompanying unaudited consolidated interim financial statements of DSG Global Inc. as at June 30, 2018, have been prepared by our management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the six month period ended June 30, 2018 are not necessarily indicative of the results that can be expected for the year ending December 31, 2018.

3

DSG GLOBAL, INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2018 AND DECEMBER 31, 2017

	June 30, 2018			December 31, 2017
	(unaudited)			(revised - Note 15)
ASSETS
CURRENT ASSETS
Cash	$	15,999		$	5,488
Trade receivables, net		100,580			23,736
Inventories		56,797			8,929
Prepaid expenses and deposits		53,984			20,355
Due from related party		-			1,034
TOTAL CURRENT ASSETS		227,360			59,542
NON-CURRENT ASSETS
Fixed assets, net		2,068			964
Equipment on lease, net		6,440			14,814
Intangible assets, net		15,901			15,395
TOTAL NON-CURRENT ASSETS		24,409			31,173
TOTAL ASSETS	$	251,769		$	90,715
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	3,509,112		$	3,328,851
Deferred revenue		282,869			159,665
Warranty reserve		134,940			165,523
Convertible note payable to related party		310,000			310,000
Loans payable		872,144			887,275
Derivative liabilities		2,471,295			1,676,155
Convertible notes payable, net of unamortized discount of $606,928 and $301,360, respectively		2,109,878			2,019,132
TOTAL CURRENT LIABILITIES		9,690,238			8,546,601
Commitments		-
Contingencies
Subsequent events
MEZZANINE EQUITY
Redeemable Preferred Shares	$	5,286,731		$	5,286,731
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 2,000,000,000 shares authorized 1,263,873,040 and 101,877,495 outstanding, respectively.		1,263,873			101,877
Additional paid in capital		19,409,004			17,511,673
Accumulated other comprehensive income		1,152,747			873,250
Deficit		(36,550,824	)		(32,229,417	)
TOTAL STOCKHOLDERS’ DEFICIT		(14,725,200	)		(13,742,617	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	251,769		$	90,715

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

4

DSG GLOBAL, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDING JUNE 30, 2018 and 2017

(Unaudited)

	Three months ending						Six months ending
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Revenue	$	237,046		$	434,202		$	347,942		$	682,472
Cost of revenue		79,552			135,940			97,881			205,445
Gross profit		157,494			298,262			250,061			477,027
Operating expenses
Compensation expense		209,174			231,086			417,802			420,395
General and administration expense		275,480			165,472			633,493			438,459
Warranty expense		46,273			4,738			46,273			7,362
Bad debt		2,099			45,377			30,992			45,377
Depreciation and amortization expense		2,220			7,686			8,914			15,510
Total operating expense		535,246			454,359			1,137,474			927,103
Loss from operations		(377,752	)		(156,097	)		(887,413	)		(450,076	)
Other income (expense)
Foreign currency exchange gain (loss)		410,454			149,943			(150,212	)		160,946
Other expenses		-			(1,401	)		-			(5,419	)
Change in fair value of derivative instruments		6,013,778			1,946,087			397,517			91,670
Loss on extinguishment of debt		(768,964	)					(2,164,231	)		-
Finance costs		(776,506	)		(339,254	)		(1,517,068	)		(669,718	)
Total other income (expense)		4,878,762			1,755,375			(3,433,994	)		(422,521	)
Net income (loss)	$	4,501,010		$	1,599,278		$	(4,321,407	)	$	(872,597	)
Foreign currency translation adjustments		(361,594	)		(160,775	)		279,497			(210,649	)
Comprehensive income (loss)	$	4,139,416		$	1,438,503		$	(4,041,910	)	$	(1,083,246	)
Basic and diluted loss per share	$	0.00		$	0.04		$	(0.01	)	$	(0.03	)
Weighted average number of shares used in computing basic and diluted net loss per share:		1,071,608,846			37,430,450			743,085,844			33,428,275

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

5

DSG GLOBAL INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

	Six Months Ended
	June 30, 2018			June 30, 2017
Net loss	$	(4,321,407	)	$	(872,597	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,914			15,510
Inventory write-off		-			1,580
Depreciation included in cost of goods sold		-			5,216
Non-cash financing costs		224,956			10,015
Accretion of discounts on convertible debt		924,905			328,690
Change in fair value of derivative liabilities		(397,517	)		(91,670	)
Reserve for bad debt		30,992			16,140
Shares issued for services		2,250			112,500
Loss on extinguishment of debt		2,164,231			-
Unrealized foreign exchange		152,901			(52,317	)
Change in operating assets and liabilities:
Trade receivables, net		(107,836	)		(71,360	)
Inventories		(47,868	)		6,872
Prepaid expense and deposits		(33,629	)		(8,809	)
Due from related party		1,034			-
Trade payables and other payables		313,849			387,484
Deferred revenue		123,204			8,970
Warranty reserve		(30,583	)		3,874
Net cash used in operating activities		(991,604	)		(199,902	)
Cash flows from investing activities
Purchase of property, plant and equipment		(1,544	)		-
Net cash used in investing activities		(1,544	)		-
Cash flows from financing activities
Bank overdraft		-			(2,986	)
Proceeds from issuing common stock		81,659			50,000
Repayments of notes payable		(45,000	)		-
Proceeds from note payable		967,000			338,000
Repayments of related party loans payable		-			(11,886	)
Net cash provided by financing activities		1,003,659			373,128
Net increase in cash and cash equivalents		10,511			173,226
Effect of exchange rate changes on cash		-			(173,226	)
Cash, beginning of period		5,488			-
Cash, end of the period	$	15,999		$	-
Cash paid during the period for:
Income tax payments	$	-		$	-
Interest payments	$	-		$	22,110
Supplemental schedule of non-cash financing activities:
Convertible debenture issued for financing fees	$	15,000		$	-
Shares issued for convertible loans payable	$	2,975,418		$	165,000
Shares issued for convertible related party payable	$	-		$	19,615
Returnable shares issued for commitment fee	$	-		$	220,000

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

6

DSG GLOBAL, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(unaudited)

Note 1 – ORGANIZATION

DSG Global, Inc. (formerly Boreal Productions Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on September 24, 2007. The Company is a technology development company engaged in the design, manufacture, and marketing of fleet management solutions for the golf industry, as well as commercial, government and military applications. Its principal activities are the sale and rental of GPS tracking devices and interfaces for golf vehicles, and related support services. The Company specializes in the vehicle fleet management industry, primarily focused on the golf industry to help golf course operators manage their fleet of golf carts, turf equipment, and utility vehicles.

Previously, in anticipation of the share exchange agreement with DSG Tag Systems, Inc. (“DSG TAG”), we undertook to change our name and effect a reverse stock split of our authorized and issued common stock. Accordingly, on January 19, 2015, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary DSG Global Inc., a Nevada corporation, to affect a name change from Boreal Productions Inc. to DSG Global, Inc. Our company remains the surviving company. DSG Global, Inc. was formed solely for the change of our name.

The Company’s wholly owned subsidiary, DSG TAG Systems, Inc. (“DSG TAG”) was incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008. In March 2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a wholly owned subsidiary of DSG TAG.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain information and footnote disclosures normally included in these interim condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2017. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

Principles of Consolidation

These interim condensed consolidated financial statements include the accounts of DSG Global Inc., its subsidiary DSG Tag Systems, Inc., and its wholly owned subsidiary DSG Tag Systems International, Ltd., collectively referred to as the Company. For all periods presented, all significant intercompany accounts, transactions and profits have been eliminated in the consolidated financial statements and corporate administrative costs are not allocated to subsidiaries.

7

Use of Estimates

The preparation of these interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined.

Recently Issued Accounting Pronouncements

Applicable for fiscal years beginning after December 15, 2018:

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This new standard replaces most of the existing revenue recognition guidance in U.S. GAAP permits the use of either the retrospective or cumulative effect transition method. The new standard, as amended, became effective in the first quarter of fiscal year 2018. The Company adopted the standard using the modified retrospective method. There was no effect for any adjustments to retained earnings (accumulated deficit) upon adoption of the standard on January 1, 2018.

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASC 2017-08 “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities” an amendment to shorten the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASC 2017-11 “Earnings Per Share (Topic 260), Distinguishing Liability from Equity (Topic 480), and Derivatives and Hedging (Topic 815) – (i) Accounting for Certain Financial Instruments with Down Round Features (ii) Replace of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments.” The amendments in (i) change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and to help clarify existing disclosure requirements. The amendments in (ii) characterize the indefinite deferral of certain provisions and do not have an accounting effect.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This accounting standard seeks to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current US GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This standard also provides guidance from the lessees’ perspective on how to determine if a lease is an operating lease or a financing lease and the differences in accounting for each. In January 2018, the FASB issued ASU No. 2018-01, which allows for an entity to elect an optional transition practical expedient for land easements that exist or expired before adoption of Topic 842. The adoption of this standard is required for interim and fiscal periods beginning after December 15, 2018 and it is required to be applied using the modified retrospective approach. Early adoption is permitted.

The Company is currently evaluating the impact of the above standards on their consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Going Concern

As reflected in the accompanying financial statements, the Company incurred a net loss of $4,321,407 for the six month period ended June 30, 2018 and has a working capital deficit of $9,462,878 and an accumulated deficit of $36,550,824 as of June 30, 2018.

While the Company is attempting to grow revenues, improve margins, and lower costs, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management is seeking to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

8

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.

Note 3 – TRADE RECEIVABLES, NET

As of June 30, 2018 and December 31, 2017, trade receivables consisted of the following:

	June 30, 2018		December 31, 2017
Trade receivables	$	116,365	$	52,373
Allowance for bad debts		(15,785)		(28,637)
Total trade receivables, net	$	100,580	$	23,736

Note 4 – FIXED ASSETS

As of June 30, 2018, and December 31, 2017, fixed assets consisted of the following:

	June 30, 2018			December 31, 2017
Furniture and equipment	$	16,162		$	17,914
Computer equipment		25,320			26,435
Accumulated depreciation		(39,414	)		(43,385	)
	$	2,068		$	964

As of June 30, 2018, and December 31, 2017, equipment on lease consisted of the following:

	June 30, 2018		December 31, 2017
Tags	$	125,353	$	124,314
Text		27,705		27,475
Touch		22,950		22,759
Accumulated depreciation		(169,568)		(159,734)
	$	6,440	$	14,814

For the three months ended June 30, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $1,914 and $7,390 respectively.

For the six months ended June 30, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $8,320 and $14,918 respectively.

Note 5 – INTANGIBLE ASSETS

Intangible assets consist of the following as of June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017
Intangible asset – patent	$	22,353	$	21,253
Accumulated depreciation		(6,452)		(5,858)
	$	15,901	$	15,395

The estimated useful life of the Patent is 20 years. Patents are amortized on a straight-line basis.

9

Note 6 – TRADE AND OTHER PAYABLES

As of June 30, 2018 and December 31, 2017, trade and other payables consist of the following:

	June 30, 2018		December 31, 2017
Trade payables	$	1,130,520	$	1,121,841
Accrued expenses		217,410		255,542
Accrued interest		2,159,516		1,889,537
Other liabilities		1,666		61,931
Total trade and other payables	$	3,509,112	$	3,328,851

Note 7 – LOANS PAYABLE

As of June 30, 2018 and December 31, 2017, loans payable consisted of the following:

Loans Payable	June 30, 2018		December 31, 2017
Unsecured, due on demand, interest 15% per annum	$	189,854	$	199,283
Unsecured, due on demand, interest 36% per annum		46,444		48,751
Unsecured, loan payable, due on demand, interest 18% per annum		317,500		317,500
Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016		68,346		71,741
Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016.		250,000		250,000
Total current portion	$	872,144	$	887,275

Note 8 – CONVERTIBLE LOANS PAYABLE

Related Party Convertible Loans Payable

(a) On March 31, 2015, the Company issued a convertible promissory note in the principal amount of $310,000 to a company owned by a director of the Company for marketing services. The convertible promissory note is unsecured, bears interest at 5% per annum, is convertible at $1.25 per common share, and is due on demand. As at June 30, 2018, the carrying value of the convertible promissory note was $310,000 (December 31, 2017 - $310,000).

Third Party Convertible Loans Payable

(b)	On August 25, 2015, the Company issued a convertible promissory note in the principal amount of $250,000. The convertible promissory note is unsecured, bears interest at 10% per annum, is due on demand, and is convertible at $1.75 per share. As at June 30, 2018, the carrying value of the convertible promissory note was $250,000 (December 31, 2017 - $250,000).
(c)	On November 7, 2016, the Company entered into a securities purchase agreement with a non-related party. Pursuant to the agreement, the Company was provided with proceeds of $125,000 on November 10, 2016 in exchange for the issuance of a secured convertible promissory note in the principal amount of $138,889, which was inclusive of an 8% original issue discount and bears interest at 8% per annum to the holder. The convertible promissory note matures six months from the date of issuance and is convertible at the option of the holder into our common shares at a price per share that is the lower of $0.12 or the closing price of the Company’s common stock on the conversion date. In addition, under the same terms, the Company also issued a secured convertible note of $50,000 in consideration for proceeds of $10,000 and another secured convertible note of $75,000 in consideration for proceeds of $10,000. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes for consideration of $1 each at any time prior to the maturity date in the event that the convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility.
	On May 7, 2017, the Company triggered an event of default in the convertible note by failing to repay the full principal amount and all accrued interest on the due date. The entire convertible note payable became due on demand and would accrue interest at an increased rate of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law until the convertible note payable was repaid in full.

10

	On May 8, 2017, the Company issued 100,000 common shares for the conversion of $5,000 of the $72,500 convertible note dated November 7, 2016. On May 24, 2017, the Company issued 210,000 common shares for the conversion of $10,500 of the $72,500 convertible note dated November 7, 2016. Refer to Note 11.
	On May 25, 2017, the lender provided conversion notice for the remaining principal $57,000 of the $72,500 convertible note dated November 7, 2016. This conversion was not processed by the Company’s transfer agent due to direction from the Company not to honor any further conversion notices from the lender. In response, the Company received legal notification pursuant to the refusal to process further conversion notices. Refer to Note 14.
	As at June 30, 2018, the carrying value of the note was $245,889 (December 31, 2017 - $245,889) and the fair value of the derivative liability was $758,016 (December 31, 2017 - $629,759). During the six months ended June 30, 2018, the Company accreted $nil (2017 - $72,099) of the debt discount to finance costs.
(d)	On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 for consideration of $72,250 which was received on January 10, 2017. The note is unsecured, bears interest at 12% per annum, was due on December 21, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) the closing sale price of the Company’s common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the Company’s common stock during the twenty-five consecutive trading days immediately preceding the conversion date. Interest will be accrued and payable at the time of repayment of the note. Financing fees on the note were $4,750. The derivative liability applied as a discount on the note was $72,250 and is being accreted over the life of the note.
	On July 24, 2017, the Company issued 800,000 common shares for the conversion of $26,850 of principal and a $750 finance fee. On October 10, 2017, the Company issued 1,000,000 common shares for the conversion of $705 of principal, $3,200 of penalty interest, and a $750 finance fee. On October 19, 2017, the Company issued 4,400,000 common shares for the conversion of $4,814 of principal and a $1,500 finance fee. On October 25, 2017, the Company issued 2,700,000 common shares for the conversion of $3,030 of principal and a $750 finance fee. On October 27, 2017, the Company issued 3,000,000 common shares for the conversion of $3,450 of principal and a $750 finance fee. On October 31, 2017, the Company issued 3,000,000 common shares for the conversion of $3,450 of principal and a $750 finance fee. On December 27, 2017, the Company issued 4,200,000 common shares for the conversion of $1,182 of principal and a $750 finance fee. On December 29, 2017, the Company issued 4,600,000 common shares for the conversion of $1,132 of principal and a $750 conversion fee.
	During the six months ended June 30, 2018, the Company incurred a default fee of $36,000 for failure to honor the conversion notice in a timely manner and issued 56,200,000 common shares with a fair value of $129,676 for the conversion of $13,461 of principal, $37,491 of default fees and finance costs, $5,250 for conversion fees resulting in a loss on settlement of debt of $73,474.
	On May 8, 2018, the Company paid $45,000 to settle the balance of the $74,500 convertible note including accrued interest. The Company recognized a gain on the settlement of this convertible note totaling $24,752.
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $65,887) and the fair value of the derivative liability was $nil (December 31, 2017 - $31,431). During the six months ended June 30, 2018, the Company accreted $nil (2017 - $1,180) of the debt discount and $nil (2017 - $37,905) of the financing fees to finance costs.
(e)	On January 18, 2017, the Company issued a convertible promissory note in the principal amount of $75,000. The note is unsecured, bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $2,750. The derivative liability applied as a discount on the note was $75,000 and is being accreted over the life of the note.

11

	On July 28, 2017, the Company issued 500,000 common shares for the conversion of $4,474 of principal and $4,586 of accrued interest. On September 7, 2017, the Company issued 750,000 common shares for the conversion of $12,549 of principal and $951 of accrued interest. On October 11, 2017, the Company issued 750,000 common shares for the conversion of $3,342 of principal and $648 of accrued interest. On October 20, 2017, the Company issued 2,229,400 common shares for the conversion of $3,369 of principal and $198 of accrued interest. On October 27, 2017, the Company issued 3,017,400 common shares for the conversion of $4,592 of principal and $236 of accrued interest. On November 7, 2017, the Company issued 3,667,000 common shares for the conversion of $5,530 of principal and $337 of accrued interest.
	On November 7, 2017, the Company incurred a loan penalty of $15,000 for the conversion price being below the Company’s par value.
	On June 1, 2018 the remaining $56,144 principal balance and $2,023 in accrued interest were reassigned to another unrelated note holder and the note was treated as an extinguishment. Upon reassignment, the Company incurred a finance fee of $46,833 which was added to the principle balance of the new convertible note totaling $105,000. Refer to Note 8(z).
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $56,144) and the fair value of the derivative liability was $nil (December 31, 2017 - $70,818). During the six months ended June 30, 2018, the Company accreted $nil (2017 - $3,149) of the debt discount and $nil (2017 - $49,725) of the financing fees to finance costs.
(f)	On April 3, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on October 3, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. In connection with the issuance, the Company issued 550,000 common shares as a commitment fee, however, these common shares must be returned if the note is fully repaid and satisfied prior to the maturity date. Financing fees on the note were $10,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.
	On October 11, 2017, the Company issued 1,415,205 common shares for the conversion of $2,590 of principal and $5,880 of accrued interest. On October 18, 2017, the Company issued 2,123,434 common shares for the conversion of $5,430 of principal and $494 of accrued interest. On October 19, 2017, the Company issued 2,229,450 common shares for the conversion of $3,879 of principal and $134 of accrued interest. On October 23, 2017, the Company issued 2,440,467 common shares for the conversion of $4,134 of principal and $258 of accrued interest. On October 26, 2017, the Company issued 1,791,445 common shares for the conversion of $3,107 of principal and $118 of accrued interest. On October 31, 2017, the Company issued 2,500,728 common shares for the conversion of $4,262 of principal and $239 of accrued interest. On November 2, 2017, the Company issued 1,499,272 common shares for the conversion of $2,528 of principal and $171 of accrued interest. On November 13, 2017, the Company issued 3,017,333 common shares for the conversion of $4,823 of principal and $608 of accrued interest. On November 22, 2017, the Company issued 4,000,565 common shares for the conversion of $4,292 of principal and $469 of accrued interest. On December 27, 2017, the Company issued 4,200,200 common shares for the conversion of $1,656 of principal and $1,725 of accrued interest. On December 29, 2017, the Company issued 4,619,360 common shares for the conversion of $3,347 of principal and $48 of accrued interest. During the six months ended June 30, 2018, the Company issued 247,495,414 common shares with a fair value of $571,886 for the conversion of $69,952 of principal and $56,227 of default fees and finance costs resulting in a loss on settlement of debt of $445,707.
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $69,952) and the derivative liability was $nil (December 31, 2017 - $108,326).

12

(g)	On June 5, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on December 5, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $103,000 and is being accreted over the life of the note.
	On January 19, 2018, $50,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. Refer to Note 8(o).
	On March 2, 2018, $25,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. Refer to Note 8(r).
	During the six months ended June 30, 2018, the Company issued 206,994,645 common shares with a fair value of $524,487 for the conversion of the remaining principal balance of $35,000, and default penalties and finance costs of $37,448 resulting in a loss on settlement of debt of $452,039.
	As at June 30, 2018, the Company has accrued $9,487 in interest and penalties on the note and the fair value of the derivative liability was $13,936 (December 31, 2017 - $188,798).
(h)	On July 17, 2017, the Company issued a convertible promissory note in the principal amount of $135,000. The note is unsecured, bears interest at 10% per annum, is due on July 17, 2018, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $0.061. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $16,500. Derivative liability applied as discount on the note was $118,500 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 100,000,000 common shares with a fair value of $227,222 for the conversion of $53,530 of principal balance resulting in a loss on settlement of debt of $173,692.
	As at June 30, 2018, the carrying value of the note was $81,470 (December 31, 2017 - $70,718) and the fair value of the derivative liability was $138,828 (December 31, 2017 - $205,563). During the six months ended June 30, 2018, the Company accreted $64,282 (2017 - $nil) of the debt discount to interest expense.
(i)	On August 17, 2017, the Company issued a convertible promissory note in the principal amount of $110,250. The note is unsecured, bears interest at 8% per annum, is due on August 16, 2018, and is convertible at 58% of to the lowest trading price during the previous ten trading days to the date of a conversion notice. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $5,250. The derivative liability applied as a discount on the note was $105,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 86,173,799 common shares with a fair value of $293,267 for the conversion of $121,240 of principal and interest resulting in a loss on settlement of debt of 172,027.
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $44,661) and the fair value of the derivative liability was $nil (December 31, 2017 - $166,460). During the six months ended June 30, 2018, the Company accreted $65,589 (2017 - $nil) of the debt discount to finance costs.
(j)	On September 6, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured, bears interest at 10% per annum, is due on March 6, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.
	On March 2, 2018, $111,808 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the terms of the note upon reassignment. Refer to Note 8(s).

13

	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $71,088) and the fair value of the derivative liability was $nil (December 31, 2017 - $100,000). During the six months ended June 30, 2018, the Company accreted $35,912 (2017 - $nil) of the debt discount to finance costs.
(k)	On October 30, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured, bears interest at 10% per annum, is due on April 30, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.
	On May 22, 2018, the principal balance of $87,045 and accrued interest of $5,543 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(y).
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $41,066) and the fair value of the derivative liability was $nil (December 31, 2017 - $100,000). During the six months ended June 30, 2018, the Company accreted $65,934 (2017 - $nil) of the debt discount to finance costs.
(l)	On December 18, 2017, the Company issued a convertible promissory note in the principal amount of $82,000. The note is unsecured, bears interest at 10% per annum, is due on June 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $75,000 and is being accreted over the life of the note.
	On May 22, 2018, the principal balance of $82,000 and accrued interest of $3,055 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(y).
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $12,357) and the fair value of the derivative liability was $nil (December 31, 2017 - $75,000). During the six months ended June 30, 2018, the Company accreted $69,643 (2017 - $nil) of the debt discount to finance costs.
(m)	On January 18, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured, bears interest at 10% per annum, is due on July 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and is being accreted over the life of the note.
	On June 18, 2018, the principal balance of $55,000 and accrued interest of $2,215 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(aa).
	As at June 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During the six months ended June 30, 2018, the Company accreted $49,258 of the debt discount to finance costs.
(n)	On January 19, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and is being accreted over the life of the note.
	As at June 30, 2018, the carrying value of the note was $24,411 and the fair value of the derivative liability was $90,688. During the six months ended June 30, 2018, the Company accreted $24,411 of the debt discount to finance costs.

14

(o)	On January 19, 2018, the Company issued a convertible promissory note in the principal amount of $50,000, as partial replacement for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $50,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 57,244,977 common shares with a fair value of $137,143 to convert principal balance of $50,000 and accrued interest of $309 resulting in a loss on settlement of debt of $86,834.
	During the six months ended June 30, 2018, the Company accreted $50,000 of the debt discount to finance costs.
(p)	On February 2, 2018, the Company issued a convertible promissory note in the principal amount of $107,500. The note is unsecured, bears interest at 10% per annum, is due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $107,500 and is being accreted over the life of the note.
	On June 18, 2018, the principal balance of $107,500 and accrued interest of $4,005 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(aa).
	As at June 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During the six months ended June 30, 2018, the Company accreted $87,418 of the debt discount to finance costs.
(q)	On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $128,000. The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $128,000 and is being accreted over the life of the note.
	As at June 30, 2018, the carrying value of the note was $42,082 and the fair value of the derivative liability was $210,605. During the six months ended June 30, 2018, the Company accreted $42,082 of the debt discount to finance costs.
(r)	On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $25,000, as partial replacement for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 45,518,437 common shares with a fair value of $131,335 for the conversion of $25,000 of principal and accrued interest of $35 resulting in a loss on settlement of debt of $106,300.
	During the six months ended June 30, 2018, the Company accreted $25,000 of the debt discount to finance costs.
(s)	On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $111,808, as partial replacement for a convertible promissory note originally issued on September 6, 2017 in the amount of $107,000 plus accrued interest. Refer to Note 8(j). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 84,783,673 common shares with a fair value of $290,632 for the conversion of $93,400 of principal and $1,054 of accrued interest resulting in a loss on settlement of debt of $196,178.
	As at June 30, 2018, the carrying value of the note was $4,985 and the fair value of the derivative liability was $29,902. During the six months ended June 30, 2018, the Company accreted $98,385 of the debt discount to finance costs.

15

(t)	On March 19, 2018, the Company issued a convertible promissory note in the principal amount of up to $900,000. The note is unsecured, bears interest at 12% per annum, is due on September 19, 2018, and is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment.
	On March 19, 2018, the Company received $270,000 pursuant to the first tranche of the agreement, which is $300,000 in the principal amount, net of the original issuance discount of $30,000. The derivative liability applied as a discount on the note was $300,000 and is being accreted over the life of the note.
	As at June 30, 2018, the carrying value of the first tranche of the note was $163,043 and the fair value of the derivative liability was $423,476. During the six months ended June 30, 2018, the Company accreted $163,043 of the debt discount to finance costs.
	On May 3, 2018, the Company received $146,500, net of $3,500 in legal fees, pursuant to the second tranche of the agreement, which is $166,667 in the principle amount, net of the original issuance discount of $16,667. The derivative liability applied as a discount on the note was $166,667 and is being accreted over the life of the note.
	On May 3, 2018, the Company amended the convertible promissory note to include that at any time after the 100th calendar day after the funds are issued, and at the option of the holder in addition to the right of conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount.
	As at June 30, 2018, the carrying value of the second tranche of the note was $52,536 and the fair value of the derivative liability was $241,079. During the six months ended June 30, 2018, the Company accreted $52,536 of the debt discount to finance costs.
(u)	In January 2018, the Company issued a convertible promissory note in the principal amount of $15,000 as a commitment fee. The note is unsecured, non-interest bearing until default, is due on August 16, 2018, and is convertible into common shares at a conversion price equal to 75% of the average closing trading price during the previous five trading days prior to conversion date, with a minimum of $0.00005. On March 28, 2018, the Company issued 6,230,530 common shares with a fair value of $19,937 for the conversion of $10,000 of principal resulting in a loss on settlement of debt of $9,937.
	As at June 30, 2018, the carrying value of the note was $5,000 and the fair value of the derivative liability was $5,364.
(v)	As at June 30, 2018, the Company owed a convertible promissory note in the principal amount of $934,939 (Cdn$1,231,128) (December 31, 2017 - $981,370 (Cdn$1,231,128)). The convertible promissory note is unsecured, bears interest at 17.2% per annum, is due on demand, and is convertible into Tags units at the average closing price of the 120 days period prior to conversion date. As at June 30, 2018, accrued interest of $604,452 (Cdn$795,960) (December 31, 2017 – $549,886(Cdn$689,832)) was recorded in accounts payable and accrued liabilities.
(w)	On May 8, 2018 the Company issued a convertible note in the principal amount of $51,500. The note is unsecured, bears interest at 10% per annum, and is due on May 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date.
	As at June 30, 2018, the carrying value of the note was $9,889 and the fair value of the derivative liability was $65,203. During the six months ended June 30, 2018, the Company accreted $9,889 of the debt discount to finance costs.
(x)	On May 28, 2018 the Company issued a convertible note in the principal amount of $180,000. The note is unsecured, bears interest at 10% per annum, and is due on May 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date.

16

	As at June 30, 2018, the carrying value of the note was $21,522 and the fair value of the derivative liability was $220,004. During the six months ended June 30, 2018, the Company accreted $21,522 of the debt discount to finance costs.
(y)	On May 22, 2018 the Company reassigned convertible note balances from another unrelated party in the principal amount of $177,643. Refer to Note 8(k) and 8(l). The note is unsecured, bears interest at 10% per annum, became due and payable on June 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. During the six months ended June 30, 2018, the Company issued 163,260,000 common shares with a fair value of $304,554 for the conversion of $146,518 of principal and $817 of accrued interest resulting in a loss on settlement of debt of $157,219.
	As at June 30, 2018, the carrying value of the note was $31,125 and the fair value of the derivative liability was $22,996.
(z)	On June 1, 2018, the Company reassigned a convertible note from another unrelated party in the principal amount of $105,000; $58,167 in assigned principal and accrued interest and a finance fee of $46,833 Refer to Note 8(e). The note is unsecured, bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. During the six months ended June 30, 2018, the Company issued 13,000,000 common shares with a fair value of $26,000 for the conversion of $9,400 of principal and $350 of accrued interest resulting in a loss on settlement of debt of $16,250.
	As at June 30, 2018, the carrying value of the note was $95,600 and the fair value of the derivative liability was $126,594.
(aa)	On June 18, 2018, the Company reassigned convertible note balances from another unrelated party in the principal amount of $168,721. Refer to Note 8(m) and 8(p). The note is unsecured, bears interest at 10% per annum, which is due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The remaining derivative liability applied as a discount on the reassigned note was $25,824 and is being accreted over the remaining life of the note.
	As at June 30, 2018, the carrying value of the note was $142,990 and the fair value of the derivative liability was $124,604. During the six months ended June 30, 2018, the Company accreted $73,669 of the debt discount to finance costs.

Note 9 – DERIVATIVE LIABILITIES

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 8 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. For the six-month period ended June 30, 2018, the Company recorded a gain on the change in fair value of derivative liability of $397,517 (June 30, 2017 – $91,670). As at June 30, 2018 and December 31, 2017, the Company recorded derivative liability of $2,471,295 and $1,676,155, respectively.

The following inputs and assumptions were used to value the derivative liabilities outstanding during the period and year ended June 30, 2018 and December 31, 2017 respectively, assuming no dividend yield:

	2018		2017
Expected volatility	294 - 379	%	96 - 533	%
Risk free interest rate	1.19 - 2.15	%	0.11 - 1.76	%
Expected life (in years)	0.01 - 1.0		0.1 - 1.0

17

A summary of the activity of the derivative liabilities is shown below:

	$
Balance, December 31, 2016		365,944
Derivative loss due to new issuances		350,250
Mark-to-market adjustment		(91,670	)
Balance, June 30, 2017 (restated)		624,524
Balance, December 31, 2017		1,676,155
Derivative loss due to new issuances		1,192,657
Mark-to-market adjustment		(397,517	)
Balance, June 30, 2018		2,471,295

Note 10 – MEZZANINE EQUITY

Authorized

150,000,000 shares of undesignated preferred stock authorized, each having a par value of $0.001 as of June 30, 2018 and December 31, 2017, respectively.

Equity Transactions

DSG TAG designated 5,000,000 shares as Series A Convertible Preferred Stock (“Series A Shares”) and issued 4,309,384 Series A Shares to a company controlled by a director of DSG TAG for conversion of its debt of $5,386,731 on October 24, 2014. The Series A Shares have no general voting rights and carry a 5% per annum interest rate. Series A Shares that are converted to common shares are entitled to the same voting rights as other common shareholders. The Series A Shares are subject to a redemption obligation at $1.25 per common share pursuant to the following terms:

● On or before August 1, 2016, the Company must complete a financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 Series A Shares;

● On or before September 1, 2016, the Company must complete an additional financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 additional Series A Shares; and

● On or before October 1, 2016, the Company must complete an additional financing for gross proceeds of at least $5.0 million and use at least $3.14 million to redeem the remaining 2,509,384 Series A Shares.

During the year ended December 31, 2015, 80,000 Series A Shares with a value of $100,000 were purchased by an unrelated third-party and exchanged for 80,000 shares of common stock of the Company. The Series A Shares were not exchanged for securities of DSG Global, Inc. as part of the Share Exchange Agreement.

The preferred shares are recorded in the consolidated financial statements as Mezzanine Equity.

On June 21, 2018, the Company entered into a debt exchange agreement for the conversion of indebtedness totaling $6,283,766 ($7,627,303 CDN) including $5,286,731 in Series A Shares and $997,035 in interest accrued on the Series A Shares. For consideration of settlement, the Company will designate and issue an undetermined number of Series B Convertible Preferred Stock (“Series B Shares”) and Series E Convertible Preferred Stock (“Series E Shares” and all outstanding Series A Shares, previously issued under conversion of debt on October 24, 2014 , will be returned. As of June 30, 2018, the agreement has not yet closed as certain terms of the agreement have not yet been settled.

18

Note 11 – COMMON STOCK

During the six months ended June 30, 2018 the Company issued an aggregate of;

● 1,161,245,545 shares of common stock with a fair value of $2,975,418 upon the conversion of $811,187 of convertible debentures and accrued interest, as noted in Note 8. The Company recorded a loss on extinguishment of debt of $2,164,231 in connection with the conversions.

● 50,000,000 shares of common stock for proceeds of $81,659.

● 750,000 shares of common stock, with a fair value of $2,250, in connection with a 5% commission granted on referral of sales totaling $45,000.

Note 12 – RELATED PARTY TRANSACTIONS

As at June 30, 2018, the Company owed $133,264 (Cdn$175,481) (December 31, 2017 - $205,963 (Cdn$258,381)) to the President, CEO, and CFO of the Company for management fees, which has been recorded in accounts payable and accrued liabilities. The amounts owed and owing are unsecured, non-interest bearing, and due on demand.

During the six months ended June 30, 2018 the Company paid $69,866 (Cdn$92,000) in management fees to the President, CEO, and CFO of the Company.

As at June 30, 2018, the Company owed $17,429 (Cdn$22,950) (December 31, 2017 - $4,273 (Cdn$27,950)) to a Company controlled by the son of the President, CEO, and CFO of the Company. The balance owing has been recorded in accounts payable and accrued liabilities. The amount owing is unsecured, non-interest bearing, and due on demand.

Note 13 – COMMITMENTS

Lease Obligations

On June 1, 2018, the Company signed a two year operating lease agreement expiring on May 31, 2020 with the right to renew for an additional two year term if written notice is provided within 120 days prior to the expiration of the current term. The annual rent for the premises in Canada is approximately CDN $46,552 commencing on July 1, 2018.

19

Product Warranties

The Company’s product warranty costs are part of its cost of sales based on associated material product costs, labor costs for technical support staff, and associated overhead. The products sold are generally covered by a warranty for a period of one year. As of June 30, 2018, the Company has set up a reserve for future warranty costs of $134,940. The Company’s past experience with warranty related costs was used as a basis for the reserve. During the six months ended June 30, 2018, the Company recorded warranty expense of $46,273 (2017 - $7,362).

A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows:

	Six months ended			Year ended
	June 30, 2018			December 31, 2017
Product warranty liability:
Opening balance	$	165,523		$	111,715
Accruals for product warranties issued in the period		15,690			99,699
Adjustments to liabilities for pre-existing warranties		(46,273	)		(45,891	)
Ending liability	$	134,940		$	165,523

In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows.

Note 14 – CONTINGENCIES

A director of the Company, representing his company, Adore Creative Agency Inc. (“Adore”), has filed a notice of default on March 31, 2016, in regard to a related party convertible note issued by the Company. The note was issued in lieu of marketing services and has a maturity date of March 31, 2016. The Company has countersued Adore for failure to provide services as obligated under the terms and agreement of the convertible note, and in addition for damages as a result.

On September 7, 2016, Chetu Inc. filed a Complaint for Damage in Florida to recover an unpaid invoice amount of $27,335 plus interest of $4,939. The invoice was not paid due to a service dispute.

On May 24, 2017, the Company received a notice of default from Coastal Investment Partners LLC (“Coastal”), on three 8% convertible promissory notes issued by the Company in aggregate principal amount of $261,389 and commenced a lawsuit on June 12, 2017 in the United States District Court, Southern District of New York. Coastal alleges that the Company failed to deliver shares of common stock underlying the Coastal notes, and thus giving rise to an event of default. Coastal seeks damages in excess of $250,000 for breach of contact damages, and legal fees incurred by Coastal with respect to the lawsuit. This action is still pending.

On October 10, 2017, a vendor filed a complaint for Breach of Contract with Superior Court of the State of California. The Complainant is alleging that it is contractually owed 1,848,130 shares of the Company’s common stock and is seeking damages of $270,000. In addition, a related vendor filed in the same filing a complaint for $72,000 as part of a consulting agreement the Company executed. No accrual has been recorded because the Company is of the opinion that no obligation exists since the vendors have not performed their contractual duties.

20

On February 9, 2017, the Company received a notice of default from Auctus Fund LLC (“Auctus”), on a 12% convertible promissory note issued to the Company in the principal amount of $75,000 and commenced a lawsuit on February 2, 2018 in the United States District Court, District of Massachusetts. Auctus alleges that the Company failed to honor a conversion notice under the terms of the note, and thus giving rise to an event of default. Auctus seeks damages in excess of $306,681, which consists of the principal amount of the note, liquidated damages, and default interest, and legal fees incurred by Auctus with respect to the lawsuit. On June 1, 2018 the remaining $58,167 note balance, including principal and interest, was reassigned to another unrelated note holder and the note was extinguished. Refer to Note 8(e) and 8(z).

On April 9, 2018, the Company received a share-reserve increase letter from JSJ Investments Inc. (“JSJ”) pursuant to the terms of a 10% convertible promissory note issued to the Company in the principal amount of $135,000. On April 24, 2018, the Company received a notice of default from JSJ for failure to comply with the share-reserve increase and on April 30, 2018 demanded payment in full of the default amount totaling $172,845. On May 7, 2018, JSJ commenced a lawsuit in the United States District Court, District of Dallas County, Texas. JSJ alleges that the Company failed to comply with the share-reserve increase letter, thus giving rise to an event of default, and failed to pay the outstanding default amount due under the terms of the note. JSJ seeks damages in excess of $200,000 but not more than $1,000,000, which consists of the principal amount of the note, default interest, and legal fees incurred by JSJ with respect to the lawsuit. This action is still pending.

Note 15 – REVISION OF PRIOR YEAR FINANCIAL STATEMENTS

While preparing the interim condensed consolidated financial statements for the period ending March 31, 2018, the Company noted that there was a revision of the fair value of the derivative liabilities and during the period ended June 30, 2018, determined that no non-controlling interest exists. Accordingly, the Company has revised its consolidated financial statements as at and for the year ended December 31, 2017 to reflect the change in fair value of derivative liabilities and retained earnings during the period and the fair value of the derivative liabilities and retained earnings as at December 31, 2017. This revision resulted in an increase to retained earnings of 1,819,564, an increase to net loss of $720,424 and an increase to net loss per share of $0.01. There was no impact on the consolidated statement of cash flows. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company has determined that the impact of adjustments relating to the correction of this accounting error are not material to previously issued annual audited consolidated financial statements as the amount was derived from an estimate, has no impact on compliance with regulatory requirements or loan covenants, and has no impact on the Company’s cash flows.. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

The impact of the revision as at December 31, 2017 and for the year then ended is summarized below:

Consolidated Balance Sheet

	As at December 31, 2017
	As reported $			Adjustment $			As restated $
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Derivative liabilities		1,191,396			484,759			1,676,155
Total Current Liabilities		8,061,842			484,759			8,546,601
Total Liabilities		8,061,842			484,759			8,546,601
Stockholders’ Equity
Deficit		(30,409,853	)		(1,819,564	)		(32,229,417	)
Noncontrolling interest		(1,334,805	)		1,334,805			-
Total Stockholders’ Deficit		(13,257,858	)		(484,759	)		(13,742,617	)

21

Consolidated Statement of Operations and Comprehensive Loss

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Other income (expense)
Change in fair value of derivative liabilities		(340,227	)		(484,759	)		(824,986	)
Total other income (expense)		(1,987,202	)		(484,759	)		(2,471,961	)
Net loss for the year		(3,632,072	)		(484,759	)		(4,116,831	)
Net loss attributed to non-controlling interest		235,665			(235,665	)		-
Comprehensive loss		(3,819,809	)		(720,424	)		(4,540,233	)

Consolidated Statement of Stockholders’ Equity

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Deficit		(30,409,853	)		(1,819,564	)		(32,229,417	)
Non-controlling interest		(1,334,805	)		1,334,805			-
Stockholders’ Equity		(13,257,858	)		(484,759	)		(13,742,617	)

Consolidated Statement of Cash Flows

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Operating activities
Net loss		(3,632,072	)		(484,759	)		(4,116,831	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(340,227	)		(484,759	)		(824,986	)

Note 16 – SUBSEQUENT EVENTS

On July 2, 2018, the Company issued 63,055,661 shares of common stock to settle $39,092 in convertible debentures.

On July 3, 2018, the Company issued a second amendment to the convertible promissory note, dated March 19, 2018, which supersedes any provisions to the contrary, to include that at any time after the 115^th calendar day after the funds are issued, and at the option of the holder in addition to the right to conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount. In addition, an amount of $26,500 was added to the balance of the note.

On July 6, 2018, the Company received a notice of conversion to issue 44,000,000 shares of common stock to settle $25,300 in convertible debentures.

On July 16, 2018, the Company received $125,000, net of $3,500 in legal fees which is $198,333 in the principal amount, net of the original issuance discount of $19,833 and $50,000 payable to the holder for the Company’s benefit, pursuant to the third tranche of the convertible promissory note dated March 19, 2018.

On July 19, 2018, the Company received a notice of conversion to issue 19,095,964 shares of common stock to settle $10,503 in convertible debentures.

On July 24, 2018, the Company issued 57,000,000 shares of common stock to settle outstanding convertible debentures.

On July 25, 2018, the Company received a notice of conversion to issue 42,502,808 shares of common stock to settle $21,039 in convertible debentures.

On August 1, 2018, the Company received a notice of conversion to issue 38,323,242 shares of common stock to settle $12,647 in convertible debentures.

On August 2, 2018, the Company issued 74,000,000 shares of common stock to settle outstanding convertible debentures.

On August 8, 2018, the Company received a notice of conversion to issue 41,593,424 shares of common stock to settle $13,726 in convertible debentures.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

● our future financial and operating results;

● our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;

● the timing and success of our business plan;

● our plans regarding future financings;

● our ability to attract and retain customers;

● our dependence on growth in our customers’ businesses;

● the effects of market conditions on our stock price and operating results;

● our ability to maintain our competitive technological advantages against competitors in our industry;

● the expansion of our business in our core golf market as well as in new markets like commercial fleet management and agriculture;

● our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;

● our ability to introduce new offerings and bring them to market in a timely manner;

● our ability to maintain, protect and enhance our intellectual property;

● the effects of increased competition in our market and our ability to compete effectively;

● the attraction and retention of qualified employees and key personnel;

● future acquisitions of or investments in complementary companies or technologies; and

● our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company.

These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of the factors set forth below in Part II, Item 1A, “Risk Factors,” and in our other reports filed with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

23

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Principles. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Corporate History

DSG Global, Inc. (formerly Boreal Productions Inc.) was incorporated under the laws of the State of Nevada on September 24, 2007. We were formed to option feature films and TV projects to be packaged and sold to movie studios and production companies.

In January 2015, we changed our name to DSG Global, Inc. and effected a one-for-three reverse stock split of our issued and outstanding common stock in anticipation of entering in a share exchange agreement with DSG TAG Systems, Inc., a corporation incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008.

On April 13, 2015, we entered into a share exchange agreement with DSG TAG Systems Inc. and the shareholders of DSG TAG Systems who become parties to the agreement. Pursuant to the terms of the share exchange agreement, we agreed to acquire not less than 75% and up to 100% of the issued and outstanding common shares in the capital stock of DSG TAG Systems in exchange for the issuance to the selling shareholders of up to 20,000,000 shares of our common stock on the basis of 1 common share for 5.4935 common shares of DSG TAG Systems.

On May 6, 2015, we completed the acquisition of approximately 75% (82,435,748 common shares) of the issued and outstanding common shares of DSG TAG Systems as contemplated by the share exchange agreement by issuing 15,185,875 shares of our common stock to shareholders of DSG TAG Systems who became parties to the agreement. In addition, concurrent with the closing of the share exchange agreement, we issued an additional 179,823 shares of our common stock to Westergaard Holdings Ltd. in partial settlement of accrued interest on outstanding indebtedness of DSG TAG Systems.

Following the initial closing of the share exchange agreement and through October 22, 2015, we acquired an additional 101,200 shares of common stock of DSG TAG Systems from shareholders who became parties to the share exchange agreement and issued to these shareholders an aggregate of 18,422 shares of our common stock. Following completion of these additional purchases, DSG Global owns approximately 100% of the issued and outstanding shares of common stock of DSG TAG Systems. An aggregate of 4,229,384 shares of Series A Convertible Preferred Stock of DSG TAG Systems continues to be held by Westergaard Holdings Ltd., an affiliate of Keith Westergaard, a former member of our board of directors.

The reverse acquisition was accounted for as a recapitalization effected by a share exchange, wherein DSG TAG Systems is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. We adopted the business and operations of DSG TAG Systems upon the closing of the share exchange agreement.

24

Overview of Our Business

DSG Global, Inc. is a technology development company based in Surrey, British Columbia, Canada, engaged in the design, manufacture, and marketing of fleet management solutions for the golf industry, as well as commercial, government and military applications. Our principal activities are the sale and rental of GPS tracking devices and interfaces for golf vehicles, and related support services. We were founded by a group of individuals who have dedicated their careers to fleet management technologies and have been at the forefront of the industry’s most innovative developments, and our executive team has over 50 years of experience in the design and manufacture of wireless, GPS, and fleet tracking solutions. We have developed the TAG suite of products that we believe is the first completely modular fleet management solution for the golf industry. The TAG suite of products is currently sold and installed around the world in golf facilities and as commercial applications through a network of established distributors and partnerships with some of the most notable brands in fleet and equipment manufacture.

DSG stands for “Digital Security Guard”, which is our primary value statement giving fleet operator’s new capabilities to track and control their vehicles. We have developed a proprietary combination of hardware and software that is marketed around the world as the TAG system. We have primarily focused on the golf industry where the TAG system is deployed to help golf course operators manage their fleet of golf carts, turf equipment, and utility vehicles. We are a leader in the category of fleet management in the golf industry and were awarded “Best Technology of the Year” in 2010 by Boardroom magazine, a publication of the National Golf Course Owners Association. To date the TAG system is installed on over 8,000 vehicles and has been used to monitor over 6,000,000 rounds of golf.

The TAG system fills a void in the marketplace by offering a modular structure that allows the customer to customize their system to meet desired functionality and budget constraints. In addition to the core TAG system vehicle control functionality, which can operate independently, we offer two golfer information display systems — the alphanumeric TEXT and high definition TOUCH — providing the operator with two display options which is unique in the industry.

The primary market for our TAG system is the 40,000 golf operations worldwide. While the golf industry remains the primary focus of our sales and marketing efforts, we have completed several successful pilots of the TAG system in other markets such as agriculture and commercial fleet operations. With appropriate resources, we intend to expand our sales and marketing efforts into these new markets.

We have a direct sales force in North America, which comprises the most significant portion of the golf fleet market and have developed key relationships with distributors and golf equipment manufacturers such as E-Z-GO, Yamaha and Ransomes Jacobsen to help drive sales for the North American and worldwide markets.

In order to successfully deliver products, increase sales, and maintain customer satisfaction, we need to have a reliable supplier of our hardware units and components at competitive prices. Presently, we source our TOUCH units from one supplier in China and our TAG units from one supplier in the United Kingdom. We have recently established a new relationship with a supplier for our TOUCH units in China to provide us with higher quality, newer technology at competitive pricing. We are also exploring the opportunity of a partnership with a US manufacturer.

In addition, DSG is currently in negotiations with a telecommunications provider to provide new technology in hardware and wireless access.

Our Revenue Model

We derive revenue from four different sources, as follows:

● Systems Sales Revenue, which consists of the sales price paid by those customers who purchase or lease our TAG system hardware.

● Monthly Service Fees are paid by all customers for the wireless data fee charges required to operate the GPS tracking on the TAG systems.

● Monthly Rental Fees are paid by those customers that rent the TAG system hardware. The amount of a customer’s monthly payment varies based on the type of equipment rented (a TAG, a TAG and TEXT, or a TAG and TOUCH).

● Advertising Revenue is a new source of revenue that we believe has the potential to be strategic for us in the future. We are in the process of implementing and designing software to provide advertising and other media functionality on our TOUCH units.

25

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. We accrue for warranty costs, sales returns, and other allowances based on its historical experience.

Our revenue recognition policies are discussed in more detail under “Note 2 – Summary of Significant Accounting Policies” in the notes to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Cost of Revenue

Our cost of revenue consists primarily of hardware purchases, wireless data fees, mapping, installation costs, freight expenses and inventory adjustments.

● Hardware purchases. Our equipment purchases consist primarily of TAG system control units, TEXT display, and TOUCH display tablets. The TAG system control unit is sold as a stand-alone unit or in conjunction with our TEXT alphanumeric display or TOUCH high definition “touch activated” display. Hardware purchases also include costs of components used during installations, such as cables, mounting solutions, and other miscellaneous equipment.

● Wireless data fees. Our wireless data fees consist primarily of the data fees charged by outside providers of GPS tracking used in all of our TAG system control units.

● Mapping. Our mapping costs consist of aerial mapping, course map, geofencing, and 3D flyovers for golf courses. This cost is incurred at the time of hardware installation.

● Installation. Our installation costs consist primarily of costs incurred by our employed service technicians for the cost of travel, meals, and miscellaneous components required during installations. In addition, these costs also include fees paid to external contractors for installations on a project by project basis.

● Freight expenses and Inventory adjustments. Our freight expenses consist primarily of costs to ship hardware to courses for installations. Our inventory adjustments include inventory write offs, write downs, and other adjustments to the cost of inventory.

● Operating Expenses & Other Income (Expenses) We classify our operating expenses and other income (expenses) into six categories: compensation, research and development, general and administrative, warranty, foreign currency exchange, and finance costs. Our operating expenses consist primarily of sales and marketing, salaries and wages, consulting fees, professional fees, trade shows, software development, and allocated costs. Allocated costs include charges for facilities, office expenses, telephones and other miscellaneous expenses. Our other income (expenses) primarily consists of financing costs and foreign exchange gains or losses.

● Compensation expense. Our compensation expenses consist primarily of personnel costs, such as employee salaries, payroll expenses, and employee benefits. This includes salaries for management, administration, engineering, sales and marketing, and service support technicians. Salaries and wages directly related to projects or research and development are expensed as incurred to their operating expense category.

●

Research and development. Our research and development expenses consist primarily of personnel costs and professional services associated with the ongoing development and maintenance of our technology.

Research and development expenses include payroll, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Research and development is expensed and is included in operating expenses.

26

● General and administrative. Our general and administrative expenses consist primarily of sales and marketing, commissions, travel, trade shows, consultant fees, insurance, and compliance and other administrative functions, as well as accounting and legal professional services fees, allocated costs and other corporate expenses. Sales and marketing includes brand marketing, marketing materials, and media management.

● Warranty expense. Our warranty expenses consist primarily of associated material product costs, labor costs for technical support staff, and other associated overhead. Warranty costs are expensed as they are incurred.

● Foreign currency exchange. Our foreign currency exchange consists primarily of foreign exchange fluctuations recorded in Canadian dollar (CAD), British Pounds (GBP), or Euro (EUR) at the rates of exchange in effect when the transaction occurred.

● Finance costs. Our finance costs consist primarily of investor interest expense, investor commission fees, and other financing charges for obtaining debt financing.

We expect to continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we expect sales and marketing expenses to increase in absolute dollars in future periods. In particular, we expect to incur additional marketing costs to support the expansion of our offerings in new markets like commercial fleet management and agriculture.

Additional Capital

We require additional capital to continue to develop software and products, meet our contractual obligations, and execute our business plan. There can be no assurances that we will be able to raise additional capital on acceptable terms or at all, which would adversely affect our ability to achieve our business objectives.

Results of Operations

The following table summarizes key items of comparison and their related increase (decrease) for the three and six month periods June 30, 2018 and 2017:

	Three Months ended					Increase (Decrease)			Six months ended						Increase (Decrease)
		30-Jun-18		30-Jun-17			2018 – 2017			30-Jun-18			30-Jun-17			2018 – 2017
		($)		($)			(%)			($)			($)			(%)
Revenues	$	237,046		434,202			-45.41	%	$	347,942		$	682,472			-49.02	%
Cost of revenue		79,552		135,940			-41.48	%		97,881			205,445			-52.36	%
Gross profit		157,494		298,262			-47.20	%		250,061			477,027			-47.58	%
Operating Expenses:
Compensation expense		209,174		231,086			-9.48	%		417,802			420,395			-0.62	%
General and administrative expense		275,480		165,472			66.48	%		633,493			438,459			44.48	%
Warranty expense		46,273		4,738			876.64	%		46,273			7,362			528.54	%
Bad debt		2,099		45,377			-95.37	%		30,992			45,377			-31.70	%
Depreciation and amortization expense		2,220		7,686			-71.12	%		8,914			15,510			-42.53	%
Total Operating Expenses		535,246		454,359			17.80	%		1,137,474			927,103			22.69	%
Loss from operations		(377,752	)	(156,097	)		142.00	%		(887,413	)		(450,076	)		97.17	%
Other Income (Expense):
Change in fair value of derivative liabilities		6,013,778		1,946,087			209.01	%		397,517			91,670			333.64	%
Other (expenses) income		-		(1,401	)		100.00	%		-			(5,419	)		-100.00	%
Finance costs		(776,506	)	(339,254	)		128.89	%		(1,517,068	)		(669,718	)		126.52	%
Foreign currency exchange		410,454		149,943			173.74	%		(150,212	)		160,946			-193.33	%
Loss on extinguishment of debt		(768,964	)	-						(2,164,231	)		-			100.00	%
Total Other Expense		4,878,762		1,755,375			177.93	%		(3,433,994	)		(422,521	)		712.74	%
Provision for income taxes expense (benefit)		-		-			0.00	%		-			-			0.00	%
Net income (loss)		4,501,010		1,599,278			181.44	%		(4,321,407	)		(872,597	)		395.24	%

27

We recognized net income of $4,501,010 for the three-month period ended June 30, 2018, which was $2,901,732 or 181.4% more than the net income of $1,599,278 for the three-month period ended June 30, 2017. The primary reason is attributable to the derivative gain recorded in the current quarter end relating to the change in fair value on convertible notes.

We recognized a net loss of $4,321,407 for the six-month period ended June 30, 2018, which was $3,448,810 or 395.2% more than the net loss of $872,597 for the six-month period ended June 30, 2017. The primary reasons are attributable to the $3,433,994 in other expenses incurred inclusive of $1,517,068 in finance cots, $150,212 in foreign exchange losses, and $2,164,231 in losses on the extinguishment of debt upon conversion.

Comparison of the three and six months ended June 30, 2018 and 2017:

Revenue

	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2018		2017		% Change			2018		2017		% Change
Revenue	$	237,046	$	434,202		(45.4	)	$	347,942		682,472		(49.0	)

Revenue decreased by $197,156 or 45.4%, for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. Revenue decreased by $334,530 or 49.0% for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017.

The redevelopment of our product line has resulted in lower sales than anticipated. As a result, we have been forced to move to a 3G/4G GPS cellular device, require redevelopment of our advertising, and also software development delays in integrating the tournament software onto the TOUCH screen, all of which that has caused delays in sales. Our Company along with the new sales team is aggressively building its pipeline for the next year.

Cost of Revenue

	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2018		2017		% Change			2018		2017		% Change
Cost of revenue	$	79,552	$	135,940		(41.5	)	$	97,881	$	205,445		(52.4	)

Cost of revenue decreased by $56,388, or 41.5%, for the three months ended June 30, 2018 as compared to the three months June 30, 2017. The table below outlines the differences in detail:

	For the Three Months Ended
	June 30, 2018		June 30, 2017		Difference			% Difference
Cost of Goods	$	64,570	$	56,365	$	8,205			14.6
Labour		-		-		-			-
Mapping & Freight Costs		4,478		8,845		(4,367	)		(49.4	)
Wireless Fees		10,504		69,282		(58,778	)		(84.8	)
Inventory Write-off/Adjustments		-		1,448		(1,448	)		(100.0	)
	$	79,552	$	135,940	$	(56,388	)		(41.5	)

For the three months ended June 30, 2018 as compared to the three months ended June 30, 2017, the overall decrease was due to lower revenues over the comparable period.

28

Cost of revenue decreased by $107,564, or 52.4%, for the six months ended June 30, 2018 as compared to the six months June 30, 2017. The table below outlines the differences in detail:

	For the Six Months Ended
	June 30, 2018		June 30, 2017		Difference			% Difference
Cost of Goods	$	64,570	$	60,029	$	4,541			7.6
Labour		-		81		(81	)		(100.0	)
Mapping & Freight Costs		5,138		10,562		(5,424	)		(51.4	)
Wireless Fees		28,173		133,193		(105,020	)		(78.8	)
Inventory Write-off/Adjustments		-		1,580		(1,580	)		(100.0	)
	$	97,881	$	205,445	$	(107,564	)		(52.4	)

For the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, the overall decrease was due to the decrease in revenues due to the redevelopment of our product line as discussed above.

Compensation Expense

	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2018		2017		% Change			2018		2017		% Change
Compensation Expense	$	209,174	$	231,086		(9.5	)	$	417,802	$	420,395		(0.6	)

Compensation expense decreased by $21,912, or 9.5%, for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. Compensation expense decreased by $2,593 or 0.6% for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017. The decreases in compensation expense were immaterial.

29

General and Administration Expense

General & administration expense increased by 107,758 or 65.12% for the three months ended June 30, 2018 compared to the three months ended June 30, 2017. The table below outlines the differences in detail:

	For the Three Months Ended
	June 30, 2018		June 30, 2017		Difference			% Difference
Accounting & Legal	$	96,884	$	14,057	$	82,827			589.2
Marketing & Advertising		7,535		17,395		(9,860	)		(56.7	)
Subcontractor & Commissions		64,854		38,128		26,726			70.1
Hardware		21,632		373		21,259			5,699.5
Office Expense, Rent, Software, Bank & Credit Card Charges, Telephone, Travel, & Meals		84,575		95,519		(10,944	)		(11.5	)
	$	275,480	$	165,472	$	110,008			66.5

For the three months ended June 30, 2018 as compared to the three months ended June 30, 2017, the overall increase in expenses is primary related to increases in accounting and legal of $82,827 or 589.2% due to additional legal fees incurred pursuant to new debt agreements. Subcontractors and commissions increased by $26,726 due to the hiring of more contract workers. These increases were partially offset by decreases in office expenses, travel, and other miscellaneous operational expenses of $10,944 or 11.5%. and marketing expense of $9,860 or 56.7%.

General & administration expense increased by $195,034 or 44% for the six months ended June 30, 2018 compared to the six months ended June 30, 2017. The table below outlines the differences in detail:

	For the Six Months Ended
	June 30, 2018		June 30, 2017		Difference			% Difference
Accounting & Legal	$	144,670	$	25,927	$	118,743			458.0
Marketing & Advertising		20,218		119,616		(99,398	)		(83.1	)
Subcontractor & Commissions		121,162		81,836		39,326			48.1
Hardware		37,240		1,246		35,994			2,888.8
Office Expense, Rent, Software, Bank & Credit Card Charges, Telephone, Travel, & Meals		310,203		209,834		100,369			47.8
	$	633,493	$	438,459	$	195,034			44.5

For the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, the overall increase in expenses is primary related to increases in accounting and legal of $118,743 or 458.0% due to additional legal fees incurred pursuant to new debt agreements. Subcontractors and commissions increased by $39,326 due to the hiring of more contract workers. Office expenses, travel, and other miscellaneous operational expenses also increased by $100,369 or 47.8% due to additional shipping and travel fees incurred during the period. These increases were partially offset by a decrease in marketing expense of $99,398 or 83.1%.

Warranty Expense

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		% Change		2018		2017		% Change
Warranty Expense	$	46,273	$	4,738		876.6	$	46,273	$	7,362		528.5

30

Warranty expense increased by $41,535, or 876.6% for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. Warranty expense increased by $38,911 or 528.5% for the six month period ended June 30, 2018 as compared to the six month period ended June 30, 2017. Warranty expense increased primarily due to the replacement of cables and batteries for multiple clients of which are expected to last for several years.

As of June 30, 2018, our balance sheet included a reserve of $134,940 for future warranty costs (June 30, 2017 - $115,589).

Foreign Currency Exchange

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2018			2017			% Change		2018		2017			% Change
Foreign currency exchange (gain) loss	$	(410,454	)	$	(149,943	)		173.7	$	150,212	$	(160,946	)		(193.3	)

For the three months ended June 30, 2018, we recognized a $410,454 gain in foreign currency transaction as compared to $149,943 in foreign currency transaction gain for the three months ended June 30, 2017. The increase in loss was primarily due to realized exchange loss on the change in derivative liabilities for the three months ending June 30, 2018 due to exchange rate fluctuations on payables, receivables, and other foreign exchange transactions denominated in currencies other than the functional currencies of the legal entities in which the transactions are recorded. Foreign currency fluctuations are primarily from the Canadian Dollar, Euro and British pound.

For the six months ended June 30, 2018, we recognized a $150,212 loss in foreign currency transaction as compared to $160,943 in foreign currency transaction gain for the six months ended June 30, 2017. The increase in loss was primarily due to realized exchange loss on the change in derivative liabilities for the six months ending June 30, 2018 due to exchange rate fluctuations on payables, receivables, and other foreign exchange transactions denominated in currencies other than the functional currencies of the legal entities in which the transactions are recorded. Foreign currency fluctuations are primarily from the Canadian Dollar, Euro and British pound.

Finance Costs

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		% Change		2018		2017		% Change
Finance costs	$	776,506	$	339,254		128.9	$	1,517,068	$	669,718		126.5

Finance costs increased by $437,252 or 128.9%, for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. Finance costs increased due to the large number of conversions of convertible notes payable. Finance costs increased by $847,350 or 126.5% for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017.

Derivative Expense

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2018			2017			% Change		2018			2017			% Change
Unrealized (gain) loss on derivative	$	(6,013,778	)	$	(1,946,087	)		209.0	$	(397,517	)	$	(91,670	)		333.6

Derivative gain increased by $4,067,691 or 209%, for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 due to the change in fair value as of June 30, 2017 triggering of unrealized gains on derivative instruments in the current quarter ending on convertible notes payable. The change in fair value was impacted heavily due to the volatility in the Company’s stock price.

Derivative gain increased by $305,847 or 333.6%, for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 due to the change in fair value as of June 30, 2017 triggering of unrealized gains on derivative instruments in the current quarter ending on convertible notes payable. The change in fair value was impacted heavily due to the volatility in the Company’s stock price.

31

Net Income (Loss)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		% Change		2018			2017			% Change
Net income (loss)	$	4,501,010	$	1,599,278		181.4	$	(4,321,407	)	$	(872,597	)		395.2

As a result of the above factors, net income increased by $2,901,732 or 181.4% for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. The overall increase was primary due to the $4,878,762 in other income earned inclusive of a gain in the fair value of derivative liabilities totaling $6,013,778 and a gain in foreign exchange of $410,454 and partially offset by $776,506 in finance costs, and $768,964 in losses on the extinguishment of debt upon conversion.

As a result of the above factors, net loss increased by $3,448,810 or 395.2% for the six month period ended June 30, 2018 as compared to the six months ended June 30, 2017. The overall increase was primary due to the $3,433,994 in other expenses incurred inclusive of $1,517,068 in finance cots, $150,212 in foreign exchange losses, and $2,164,231 in losses on the extinguishment of debt upon conversion.

Liquidity and Capital Resources

From our incorporation in April 17, 2008 through June 30, 2018, we have financed our operations, capital expenditures and working capital needs through the sale of common shares and the incurrence of indebtedness, including term loans, convertible loans, revolving lines of credit and purchase order financing. At June 30, 2018, we had $9,690,238 in outstanding liabilities, which all matures within the next twelve months.

We had cash in the amount of $15,999 as of June 30, 2018, as compared to $5,488 as of December 31, 2017. We had a working capital deficit of $9,462,878 as of June 30, 2018 compared to working capital deficit of $8,487,059 as of December 31, 2017.

Liquidity and Financial Condition

Our financial position as of June 30, 2018 and December 31, 2017, and the changes for the periods then ended are as follows:

Working Capital

	At June 30, 2018			At December 31, 2017
Current Assets	$	227,360		$	59,542
Current Liabilities	$	9,690,238		$	8,546,601
Working Capital	$	(9,462,878	)	$	(8,487,059	)

Cash Flow Analysis

Our cash flows from operating, investing, and financing activities are summarized as follows:

	June 30,
	2018			2017
Net cash (used in) provided by operating activities	$	(991,604	)	$	(199,902	)
Net cash (used in) provided by investing activities		(1,544	)		-
Net cash provided by financing activities		1,003,659			373,128
Net (decrease) increase in cash		10,511			173,226
Effect of exchange rate changes on cash and cash equivalents		-			(173,226	)
Cash at beginning of period		5,488			-
Cash at end of period	$	15,999		$	-

32

Net Cash (Used in) Provided by Operating Activities. During the six months ended June 30, 2018, cash used in operations totaled $991,604. This reflects the net loss of $4,321,407 less $3,329,803 provided by changes in operating assets and liabilities and adjustments for non-cash items. Cash provided by working capital items was primarily impacted by non-cash adjustments from fair valuing finance costs of $224,956, a loss on extinguishment of debt of $2,164,231, unrealized foreign exchange of $152,901 and interest on discount of convertible debt totaling $924,905.

Net Cash (Used in) Provided by Investing Activities. Investing activities reduced cash by $1,544 in the six months ended June 30, 2018, related to the purchase of property, plant and equipment, and decreased cash by $nil for the six months ended June 30, 2017.

Net Cash (Used in) Provided by Financing Activities. Net cash from financing activities during the six months ended June 30, 2018 totaled $1,003,659, mostly from various note and loan facilities entered during the period and from proceeds for the issuance of shares. Net cash provided by financing activities during the six months ended June 30, 2017 was $373,128 from various note and loan facilities entered during the period and from proceeds for the issuance of shares.

Outstanding Indebtedness

Our current indebtedness as of June 30, 2018 is comprised of the following. For loans that have expired terms, we are in talks with the lenders to extend them. The Company must increase revenue or raise more equity capital to meet the payment obligations.

Our current indebtedness as of June 30, 2018 is comprised of the following:

● Unsecured loan payable in the amount of $189,854 bearing interest at 15% per annum and due on demand;

● Unsecured loan payable in the amount of $317,500 bearing interest at 18% per annum;

● Unsecured note payable in the amount of $46,444, bearing interest at 36% per annum, matured and in default.

● Unsecured loan payable in the amount of $68,346 matured and in default

● Unsecured loan payable in the amount of $250,000, bearing interest at 10% per annum, with a minimum interest amount of $25,000, mature and in default.

● Unsecured loan payable in the amount of $250,000, bearing interest at 10% per annum, is due on demand, and convertible into common shares at $1.75 per share.

● Secured convertible loan payable in the amount of $934,939, bearing interest at 15.2% per annum, mature and in default.

● Unsecured, convertible note payable to related party in the amount of $310,000, bearing interest at 5% per annum, mature and in default.

● Senior secured, convertible note payable in the amount of $245,889 interest 8% per annum. Repayable in cash or common shares at the lower of (i) twelve cents ($0.12) and (ii) the closing sales price of the Common Stock on the date of conversion.

● Unsecured, convertible note payable in the amount of $81,470 interest 10% per annum. Matures on July 17, 2018. Principal is repayable in cash or common shares at the lower of (i) six cents ($0.06) (ii) 55% of the lowest trading price during the 20 Trading Days immediately preceding the date of conversion

● Unsecured, convertible promissory note in the principal amount of up to $900,000, bears interest at 12% per annum, is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. As at June 30, 2018, the Company has received $466,667 from the note of which $300,000 is due on September 19, 2018 and $166,667 is due on November 3, 2018. Interest will be accrued and payable at the time of promissory note repayment.

33

● Unsecured, convertible note payable in the amount of $55,000, bears interest at 10% per annum, is due on January 19, 2019 and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment.

● Unsecured, convertible note payable in the amount of $18,408, bears interest 10% per annum and matures on March 2, 2019. Principal is repayable in cash or common shares at the lower of (i) three cents ($0.03) and (ii) lowest Trading Price during the previous twenty five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

● Unsecured, convertible promissory note in the principal amount of $128,000, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment.

● Unsecured, convertible note payable in the principal amount of $51,500, bears interest at 10% per annum, is due on February 8, 2019, and is convertible into common shares at a conversion price equal to the lower of (i) 32% discount off of the lowest intra-day trading price during previous (10) trading days immediately preceding a conversion date

● Unsecured, convertible note payable in the principal amount of $31,125, bears interest 10% per annum, is due on demand, and is convertible into common shares at a conversion price equal to the lower of (i) lowest trading price during previous (25) trading days prior to the date of note or (ii) lowest trading price during previous (25) trading days prior to the date of conversion.

● Unsecured, convertible note payable in the principal amount of $180,000, bears interest at 10% per annum, is due on February 28, 2019, and is convertible into common shares at a conversion price equal to the lower of (i) 32% discount off of the lowest intra-day trading price during previous (15) trading days immediately preceding a conversion date

● Unsecured, convertible note payable in the amount of $95,600, bearing interest at 12% per annum, due on demand, and convertible into common shares at the lower of: (i) $0.03; or (ii) 50% of the lowest trading price during the previous twenty-five trading days ending on the latest complete trading day prior to the conversion date.

● Unsecured, convertible note payable in the principal amount of $168,721, bears interest 10% per annum, is due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lower of (i) lowest trading price during previous (25) trading days prior to the date of note or (ii) lowest trading price during previous (25) trading days prior to the date of conversion.

Preferred Stock Redemption Obligations

Westergaard Holdings Ltd. (“Westergaard), an affiliate of Keith Westergaard, a former member of our board of directors, owns 4,229,384 shares (the “Series A Shares”) of Series A Convertible Preferred Stock of DSG TAG Systems. Pursuant to a Subscription / Debt Settlement Agreement dated September 26, 2014 between DSG TAG Systems and Westergaard, as amended on April 29, 2016, DSG TAG Systems has agreed that DSG Global, Inc. will complete financings for gross proceeds of at least $10 million and use a portion of the proceeds to redeem all of the Series A Shares at a price of $1.25 per share, as follows:

● On or before August 1, 2016, we must complete a financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 Series A Shares;

● On or before September 1, 2016, we must complete an additional financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 additional Series A Shares; and

● On or before October 1, 2016, we must complete an additional financing for gross proceeds of at least $5.0 million and use at least $3.14 million to redeem the remaining 2,509,384 Series A Shares.

34

If we fail to satisfy the above described financing and share redemption schedule, we will be in default of the subscription and Debt Settlement Agreement which would entitle the holder of the Preferred Shares to convert the Series A Convertible Preferred Shares into common shares in the capital of DSG Global at the price of $1.25 per share. As of the date of this report, these commitments have not been satisfied and we are currently negotiating an extension on the terms of this agreement.

On June 21, 2018, a Debt Exchange Agreement was entered into between DSG Global Inc. and DSG TAG Systems (together “the Company”) and Westergaard Holdings. Pursuant to this agreement, the Company agreed to issue to Westergaard, an undetermined number of Series B Convertible Preferred Stock (“Series B Shares”) and Series E Convertible Preferred Stock (“Series E Shares”) and Westergaard agreed to return all Series A Shares to DSG Tag, as described above in Note 10. As of June 30, 2018, the agreement has not yet closed as certain terms of the agreement have not yet been settled.

Related party transactions

As at June 30, 2018, we owed $133,264 (Cdn$175,481) (December 31, 2017 - $205,963 (Cdn$258,381)) to our President, CEO, and CFO for management fees, which has been recorded in accounts payable and accrued liabilities. The amounts owed, and owing are unsecured, non-interest bearing, and due on demand. During the six months ended June 30, 2018 the Company paid $69,866 (Cdn$92,000) in management fees to the President and CEO.

As at June 30, 2018, we owed $17,429 (Cdn$22,950) (December 31, 2017 - $4,273 (Cdn$27,950)) and paid $3,797 (Cdn$5,000) respectively to a Company controlled by the son of our President, CEO, and CFO. The balance owing has been recorded in accounts payable and accrued liabilities. The amount owing is unsecured, non-interest bearing, and due on demand.

Prospective Capital Needs

We estimate our operating expenses and working capital requirements for the twelve-month period to be as follows:

Estimated Expenses for the Twelve-Month Period ending June 30, 2019
Management compensation	$	500,000
Professional fees	$	150,000
General and administrative	$	1,900,000
Total	$	2,550,000

As noted earlier, during the six months ended June 30, 2018, cash used in operations totaled $991,604. The relatively low level of cash used compared to our estimated working capital needs in the future was the result of an accumulation of vendor payables, customer receivables, and an increasing loan payable balance. We need to reduce the current level of payables in the near future to keep a good relationship with our vendors and expand our sales and service team to achieve our operational objectives. At present, our cash requirements for the next 12 months outweigh the funds available. Of the $2,550,000 that we require for the next 12 months, we had $15,999 in cash as of June 30, 2018, and a working capital deficit of $9,470,709. Our principal sources of liquidity are cash generated from product sales and debt financings. In order to achieve sustained profitability and positive cash flows from operations, we will need to increase revenue and/or reduce operating expenses. Our ability to maintain, or increase, current revenue levels to achieve and sustain profitability will depend, in part, on demand for our products.

In order to improve our liquidity, we also plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. To help finance our day to day working capital needs, the founder and CEO of the company has made a total payment of $113,475 since late 2015. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources obligations, and execute our business plan. There can be no assurances that we will be able to raise additional capital on acceptable terms or at all, which would adversely affect our ability to achieve our business objectives.

35

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statements presentation, financial condition, results of operations, and cash flows will be affected.

We believe that the assumptions and estimates associated with revenue recognition, foreign currency and foreign currency transactions and comprehensive loss have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the notes to our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based upon this assessment, we determined that as of the end of period covered by this quarterly report on Form 10-Q our disclosure controls and procedures were not effective because there exist material weaknesses affecting our internal control over financial reporting.

The matters involving internal controls and procedures that our management considers to be material weaknesses under COSO and SEC rules are: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned potential material weaknesses were identified by our Chief Financial Officer in connection with the preparation of our financial statements as of June 30, 2018, who communicated the matters to our management and board of directors.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our financial results. However, the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact our financial statements for the future years.

Saturna Group Chartered Professional Accountants LLP, our independent auditors, were not required to and have not attested to the design and effectiveness of our internal controls.

Management’s Remediation Initiatives

Although we are unable to meet the standards under COSO because of the limited funds available to a company of our size, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or 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 that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

36

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 4, 2015, a lawsuit was commenced against DSG TAG Systems Inc. in the Supreme Court of British Columbia, captioned Amanda McGuire v. DSG TAG Systems Inc., No. S-154634, Vancouver Registry. The plaintiff alleges that a promissory note in the principal amount of $100,000 CDN issued by DSG TAG Systems was not converted into common shares of DSG TAG Systems, as asserted by DSG TAG Systems, and the plaintiff seeks repayment of indebtedness in the amount of $100,000 CDN plus interest and costs. An agreement was reached on August 13, 2015 between DSG TAG Systems and the plaintiff, pursuant to which DSG TAG Systems agreed to pay the plaintiff $119,700 CDN in monthly installations of $17,100 CDN, the first payment commencing on October 1, 2015, and the plaintiff agreed to exchange 101,200 shares of common stock of DSG Tag Systems for 18,422 shares of common stock of DSG Global, which exchange occurred on October 22, 2015.

On December 3, 2015, a second action lawsuit was commenced against DSG TAG Systems Inc. in the Supreme Court of British Columbia, captioned Amanda McGuire v. DSG TAG Systems and DSG Global Inc., No. S-1510050, Vancouver Registry. The plaintiff filed a claim for default on the settlement agreement entered in on August 13, 2015 due to non-payment. On February 20, 2016, a new agreement was reached between DSG TAG Systems and the plaintiff, pursuant to which DSG TAG Systems agreed to pay the plaintiff $86,780 CDN in monthly installations of $5,423.75 CDN over a period of sixteen consecutive months, the first payment commencing April 20, 2016.

On October 17, 2016, the Supreme Court of British Columbia made a new order after we did not make the above-mentioned payments on schedule to the shareholder per the settlement agreement. DSG TAG was ordered to repay the remaining loan plus costs in the amount of $77,589 to the shareholder in 14 monthly payments of $5,500 each plus $589 at the 15th month starting February 15, 2017.

On September 7, 2016, a vendor has filed a Complaint for Damage in Florida (Case Number: CACE-16-016663) to recover unpaid invoice amount of $27,335 plus interest of $4,939. The invoice was not paid due to a dispute that DSG TAG did not think that vendor had delivered the service according to the agreement between the two parties. On May 31, 2017, the Company was ordered to repay the total invoice amount of $22,396 plus interest of $7,722 as well as costs and reasonable attorney fees incurred in this action totaling $9,971. The Company has accrued liabilities related to this matter in the financial statements. As of March 31, 2018, the Company not yet made any payments.

On May 31, 2017, in response to the Company’s refusal to process further conversion notices, the Company received legal notice that a lendor of the Company would be commencing all collection efforts to recover convertible loans of $245,889. The letter also served as notice of an obligation to maintain all documents and records, including electronic information.

On October 10, 2017, a vendor filed a complaint for Breach of Contract with Superior Court of the State of California. The Complainant is alleging that it is contractually owed 1,848,130 of DSG’s common stock and has asked for a cash reward $270,000. In addition, a related vendor filed in the same filing a complaint for $72,000 as part of consulting agreement DSG executed. The Company believes the vendors have not performed duties required on the contractual relationships and that obligations exist.

On February 2, 2018 a lawsuit was commenced in the United States District Court, District of Massachusetts against DSG Global by a lendor alleging that the Company failed to honor a conversion notice under the terms of a 12% convertible promissory note issued to the Company in the principal amount of $75,000, and thus giving rise to an event of default. The plaintiff sought damages in excess of $306,681, which consisted of the principal amount of the note, liquidated damages, and default interest, and legal fees incurred by the lendor with respect to the lawsuit. On June 1, 2018 the remaining $58,167 note balance, including principle and interest, was reassigned to another unrelated note holder and the note was extinguished.

On May 7, 2018, a lawsuit was commenced in the United States District Court, District of Dallas County, Texas against DSG Global by a lendor alleging that the Company failed to comply with the share-reserve increase letter under the terms of a 10% convertible promissory note issued to the Company in the principal amount of $135,000 and in failing to pay the outstanding default amount due under the terms of the note. The plaintiff seeks damages in excess of $200,000 but not more than $1,000,000, which consists of the principal amount of the note, default interest, and legal fees incurred by the lendor with respect to the lawsuit. This action is still pending.

37

We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect our future financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 3, 2018, the Company issued a second amendment to the convertible promissory note, dated March 19, 2018 and held by Labrys Fund, LP (“Labrys”), which supersedes any provisions to the contrary, to include that at any time after the 115^th calendar day after the funds are issued, and at the option of the holder in addition to the right to conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount. In addition, an amount of $26,500 was added to the balance of the Note.

On July 16, 2018, the Company issued received $125,000, net of $3,500 in legal fees which is $198,333 in the principal amount, net of the original issuance discount of $19,833 and $50,000 payable to the holder for the Company’s benefit, pursuant to the third tranche of the convertible promissory note dated March 19, 2018 and held by Labrys.

On July 2, 2018, the Company issued 63,055,661 shares of common stock to GHS Investments, LLC (“GHS”), to settle $39,092 in convertible debentures.

On July 6, 2018, the Company received a notice of conversion from GHS, to issue 44,000,000 shares of common stock at a conversion rate of $0.000575 to settle $25,300 in convertible debentures.

On July 19, 2018, the Company received a notice of conversion from Eagle Equities, LLC (“Eagle Securities”), to issue 19,095,964 shares of common stock at a conversion rate of $0.00055 to settle $10,503 in convertible debentures.

On July 24, 2018, the Company received a notice of conversion from GHS, to issue 57,000,000 shares of common stock to settle outstanding convertible debentures.

On July 25, 2018, the Company received a notice of conversion from Eagle Securities, to issue 42,502,808 shares of common stock at a conversion rate of $0.000495 to settle $21,039 in convertible debentures.

On August 1, 2018, the Company received a notice of conversion from Eagle Securities, to issue 38,323,242 shares of common stock at a conversion rate of $0.00033 to settle $12,647 in convertible debentures.

On August 2, 2018, the Company received a notice of conversion from GHS, to issue 74,000,000 shares of common stock to settle outstanding convertible debentures.

On August 8, 2018, the Company received a notice of conversion from Eagle Securities, to issue 41,593,424 shares of common stock at a conversion rate of $0.00033 to settle $13,726 in convertible debentures.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not Applicable.

38

Item 6. Exhibits

Exhibit		Filed		Filing
Number	Exhibit Description	Form	Exhibit	Date	Herewith
3.1.1	Articles of Incorporation of the Registrant	SB-2	3.1	10-22-07
3.1.2	Certificate of Change of the Registrant	8-K	3.1	06-24-08
3.1.3	Articles of Merger of the Registrant	8-K	3.1	02-23-15
3.1.4	Certificate of Change of the Registrant	8-K	3.2	02-23-15
3.1.5	Certificate of Correction of the Registrant	8-K	3.3	02-23-15
3.2.1	Bylaws of the Registrant	SB-2	3.2	10-22-07
3.2.2	Amendment No. 1 to Bylaws of the Registrant	8-K	3.2	06-19-15
4.1.2	DSG Global, Inc. 2015 Omnibus Incentive Plan	10-Q	10.3	11-13-15
10.1	Subscription Agreement / Debt Settlement, dated September 26, 2014, between DSG TAG Systems Inc. and Westergaard Holdings Ltd.	8-K	10.1	08-17-15
10.2	Addendum to Subscription Agreement / Debt Settlement, dated October 7, 2014, between DSG TAG Systems Inc. and Westergaard Holdings Ltd.	8-K	10.2	08-17-15
10.3	Second Addendum to Subscription Agreement / Debt Settlement, dated April 29, 2015, between DSG TAG Systems Inc. and Westergaard Holdings Ltd.	8-K	10.3	08-17-15
10.4	Third Addendum to Subscription Agreement / Debt Settlement, dated August 11, 2015, between DSG TAG Systems Inc. and Westergaard Holdings Ltd.	8-K	10.4	08-17-15
10.5	Letter from Westergaard Holdings Ltd., dated September 1, 2015, extending dates of redemption obligations.	8-K	10.1	09-08-15
10.6	Letter from Westergaard Holdings Ltd., dated November 10, 2015, extending dates of redemption obligations	10-Q	10.1	11-13-15

39

Exhibit		Filed		Filing
Number	Exhibit Description	Form	Exhibit	Date	Herewith
10.7	Letter from Westergaard Holdings Ltd., dated December 31, 2015, extending dates of redemption obligations	8-K	10.1	03-09-16
10.8	Convertible Note of DSG TAG Systems Inc., dated March 31, 2015, payable to Adore Creative Agency, Inc.	8-K	10.5	08-14-15
10.9	Convertible Note Agreement, dated August 25, 2015, between the Registrant and Jerry Katell, Katell Productions, LLC and Katell Properties, LLC	10-Q	10.2	11-13-15
10.10	Agreement (TAG Touch) dated February 15, 2014 between DSG TAG Systems Inc. and DSG Canadian Manufacturing Corp.	8-K	10.1	05-06-15
10.11	Loan agreement, dated October 24, 2014 between DSG TAG Systems Inc. and A.Bosa & Co (Kootenay) Ltd.	10-K	10.11	05-02-16
10.12	Lease agreement (Modified), dated January 21, 2016 and February 1, 2016 between DSG TAG Systems Inc. and Benchmark Group	10-K	10.12	05-02-16
10.13	Loan agreement, dated February 11, 2016 between DSG TAG Systems Inc. and Jeremy Yaseniuk	10-K	10.13	05-02-16
10.14	Loan agreement, dated March 31, 2016 between DSG TAG Systems Inc. and E. Gary Risler	10-K	10.14	05-02-16
10.15	Letter from Westergaard Holdings Ltd., dated April 29, 2016	10-K	10.15	05-20-16
10.16	Security purchase agreement between DSG Global Inc. and Coastal Investment Partners, dated November 7 2016	8-K	10.16	11-15-16
10.17	Letter of Resignation by Board Member Keith Westergaard	10-Q	10.17	12-16-16
21.1	List of Subsidiaries	10-K	21.1	05-02-16

40

Exhibit		Filed		Filing
Number	Exhibit Description	Form	Exhibit	Date	Herewith
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
101*	Interactive Data File
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema Document				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				X

# The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of DSG Global, Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2018	DSG Global Inc.
	(Registrant)
	By:	/s/ Robert Silzer
		Robert Silzer
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and
		Principal Financial and Accounting Officer)

42

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer
Pursuant To Exchange Act Rules 13a-14(a) and 15d-14(a),
As Adopted Pursuant To
Section 302 of Sarbanes-Oxley Act of 2002

I, Robert Silzer, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of DSG Global Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant’s other certifying officer(s) 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)) 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 during the period in which this report is being prepared;
(b)	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; and
(c)	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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2018	/s/ Robert Silzer
	Robert Silzer
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certifications of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), Robert Silzer, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) of DSG Global, Inc. (the “Company”), hereby certifies that, to the best of his knowledge:

1.	Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, to which this Certification is attached as Exhibit 32.1 (the “Report”), 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 the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.

Date: August 14, 2018	/s/ Robert Silzer
	Robert Silzer
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	DSG Global Inc.
Entity Central Index Key	0001413909
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,643,444,139
Trading Symbol	DSGT
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Interim Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 15,999	$ 5,488
Trade receivables, net	100,580	23,736
Inventories	56,797	8,929
Prepaid expenses and deposits	53,984	20,355
Due from related party		1,034
TOTAL CURRENT ASSETS	227,360	59,542
NON-CURRENT ASSETS
Fixed assets, net	2,068	964
Equipment on lease, net	6,440	14,814
Intangible assets, net	15,901	15,395
TOTAL NON-CURRENT ASSETS	24,409	31,173
TOTAL ASSETS	251,769	90,715
CURRENT LIABILITIES
Accounts payable and accrued liabilities	3,509,112	3,328,851
Deferred revenue	282,869	159,665
Warranty reserve	134,940	165,523
Convertible note payable to related party	310,000	310,000
Loans payable	872,144	887,275
Derivative liabilities	2,471,295	1,676,155
Convertible notes payable, net of unamortized discount of $606,928 and $301,360, respectively	2,109,878	2,019,132
TOTAL CURRENT LIABILITIES	9,690,238	8,546,601
Commitments
MEZZANINE EQUITY
Redeemable Preferred Shares	5,286,731	5,286,731
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 2,000,000,000 shares authorized 1,263,873,040 and 101,877,495 outstanding, respectively.	1,263,873	101,877
Additional paid in capital	19,409,004	17,511,673
Accumulated other comprehensive income	1,152,747	873,250
Deficit	(36,550,824)	(32,229,417)
TOTAL STOCKHOLDERS' DEFICIT	(14,725,200)	(13,742,617)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 251,769	$ 90,715

XML

Interim Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Convertible note payable, related party unamortized discount
Convertible note payable, unamortized discount	$ 606,928	$ 301,360
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	1,263,873,040	101,877,495
Common stock, shares outstanding	1,263,873,040	101,877,495

XML

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue	$ 237,046	$ 434,202	$ 347,942	$ 682,472
Cost of revenue	79,552	135,940	97,881	205,445
Gross profit	157,494	298,262	250,061	477,027
Operating expenses
Compensation expense	209,174	231,086	417,802	420,395
General and administration expense	275,480	165,472	633,493	438,459
Warranty expense	46,273	4,738	46,273	7,362
Bad debt	2,099	45,377	30,992	45,377
Depreciation and amortization expense	2,220	7,686	8,914	15,510
Total operating expense	535,246	454,359	1,137,474	927,103
Loss from operations	(377,752)	(156,097)	(887,413)	(450,076)
Other income (expense)
Foreign currency exchange gain (loss)	410,454	149,943	(150,212)	160,946
Other expenses		(1,401)		(5,419)
Change in fair value of derivative instruments	6,013,778	1,946,087	397,517	91,670
Loss on extinguishment of debt	(768,964)		(2,164,231)
Finance costs	(776,506)	(339,254)	(1,517,068)	(669,718)
Total other income (expense)	4,878,762	1,755,375	(3,433,994)	(422,521)
Net income (loss)	4,501,010	1,599,278	(4,321,407)	(872,597)
Foreign currency translation adjustments	(361,594)	(160,775)	279,497	(210,649)
Comprehensive income (loss)	$ 4,139,416	$ 1,438,503	$ (4,041,910)	$ (1,083,246)
Basic and diluted loss per share	$ 0	$ 0.04	$ (0.01)	$ (0.03)
Weighted average number of shares used in computing basic and diluted net loss per share:	1,071,608,846	37,430,450	743,085,844	33,428,275

XML

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Statement of Cash Flows [Abstract]
Net loss	$ (4,321,407)	$ (872,597)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,914	15,510
Inventory write-off		1,580
Depreciation included in cost of goods sold		5,216
Non-cash financing costs	224,956	10,015
Accretion of discounts on convertible debt	924,905	328,690
Change in fair value of derivative liabilities	(397,517)	(91,670)
Reserve for bad debt	30,992	16,140
Shares issued for services	2,250	112,500
Loss on extinguishment of debt	2,164,231
Unrealized foreign exchange	152,901	(52,317)
Change in operating assets and liabilities:
Trade receivables, net	(107,836)	(71,360)
Inventories	(47,868)	6,872
Prepaid expense and deposits	(33,629)	(8,809)
Due from related party	1,034
Trade payables and accruals	313,849	387,484
Deferred revenue	123,204	8,970
Warranty reserve	(30,583)	3,874
Net cash used in operating activities	(991,604)	(199,902)
Cash flows from investing activities
Purchase of property, plant and equipment	(1,544)
Net cash used in investing activities	(1,544)
Cash flows from financing activities
Bank overdraft		(2,986)
Proceeds from issuing common stock	81,659	50,000
Repayments of notes payable	(45,000)
Proceeds from note payable	967,000	338,000
Repayments of related party loans payable		(11,886)
Net cash provided by financing activities	1,003,659	373,128
Net increase in cash and cash equivalents	10,511	173,226
Effect of exchange rate changes on cash		(173,226)
Cash, beginning of period	5,488
Cash, end of the period	15,999
Cash paid during the period for:
Income tax payments
Interest payments		22,110
Supplemental schedule of non-cash financing activities:
Convertible debenture issued for financing fees	15,000
Shares issued for convertible loans payable	2,975,418	165,000
Shares issued for convertible related party payable		19,615
Returnable shares issued for commitment fee		$ 220,000

XML

Organization

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1 – ORGANIZATION

DSG Global, Inc. (formerly Boreal Productions Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on September 24, 2007. The Company is a technology development company engaged in the design, manufacture, and marketing of fleet management solutions for the golf industry, as well as commercial, government and military applications. Its principal activities are the sale and rental of GPS tracking devices and interfaces for golf vehicles, and related support services. The Company specializes in the vehicle fleet management industry, primarily focused on the golf industry to help golf course operators manage their fleet of golf carts, turf equipment, and utility vehicles.

Previously, in anticipation of the share exchange agreement with DSG Tag Systems, Inc. (“DSG TAG”), we undertook to change our name and effect a reverse stock split of our authorized and issued common stock. Accordingly, on January 19, 2015, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary DSG Global Inc., a Nevada corporation, to affect a name change from Boreal Productions Inc. to DSG Global, Inc. Our company remains the surviving company. DSG Global, Inc. was formed solely for the change of our name.

The Company’s wholly owned subsidiary, DSG TAG Systems, Inc. (“DSG TAG”) was incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008. In March 2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a wholly owned subsidiary of DSG TAG.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain information and footnote disclosures normally included in these interim condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2017. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

Principles of Consolidation

These interim condensed consolidated financial statements include the accounts of DSG Global Inc., its subsidiary DSG Tag Systems, Inc., and its wholly owned subsidiary DSG Tag Systems International, Ltd., collectively referred to as the Company. For all periods presented, all significant intercompany accounts, transactions and profits have been eliminated in the consolidated financial statements and corporate administrative costs are not allocated to subsidiaries.

Use of Estimates

The preparation of these interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined.

Recently Issued Accounting Pronouncements

Applicable for fiscal years beginning after December 15, 2018:

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This new standard replaces most of the existing revenue recognition guidance in U.S. GAAP permits the use of either the retrospective or cumulative effect transition method. The new standard, as amended, became effective in the first quarter of fiscal year 2018. The Company adopted the standard using the modified retrospective method. There was no effect for any adjustments to retained earnings (accumulated deficit) upon adoption of the standard on January 1, 2018.

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASC 2017-08 “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities” an amendment to shorten the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASC 2017-11 “Earnings Per Share (Topic 260), Distinguishing Liability from Equity (Topic 480), and Derivatives and Hedging (Topic 815) – (i) Accounting for Certain Financial Instruments with Down Round Features (ii) Replace of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments.” The amendments in (i) change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and to help clarify existing disclosure requirements. The amendments in (ii) characterize the indefinite deferral of certain provisions and do not have an accounting effect.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This accounting standard seeks to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current US GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This standard also provides guidance from the lessees’ perspective on how to determine if a lease is an operating lease or a financing lease and the differences in accounting for each. In January 2018, the FASB issued ASU No. 2018-01, which allows for an entity to elect an optional transition practical expedient for land easements that exist or expired before adoption of Topic 842. The adoption of this standard is required for interim and fiscal periods beginning after December 15, 2018 and it is required to be applied using the modified retrospective approach. Early adoption is permitted.

The Company is currently evaluating the impact of the above standards on their consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Going Concern

As reflected in the accompanying financial statements, the Company incurred a net loss of $4,321,407 for the six month period ended June 30, 2018 and has a working capital deficit of $9,462,878 and an accumulated deficit of $36,550,824 as of June 30, 2018.

While the Company is attempting to grow revenues, improve margins, and lower costs, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management is seeking to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.

XML

Trade Receivables, Net

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Trade Receivables, Net

Note 3 – TRADE RECEIVABLES, NET

As of June 30, 2018 and December 31, 2017, trade receivables consisted of the following:

	June 30, 2018		December 31, 2017
Trade receivables	$	116,365	$	52,373
Allowance for bad debts		(15,785)		(28,637)
Total trade receivables, net	$	100,580	$	23,736

XML

Fixed Assets

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 4 – FIXED ASSETS

As of June 30, 2018, and December 31, 2017, fixed assets consisted of the following:

	June 30, 2018			December 31, 2017
Furniture and equipment	$	16,162		$	17,914
Computer equipment		25,320			26,435
Accumulated depreciation		(39,414	)		(43,385	)
	$	2,068		$	964

As of June 30, 2018, and December 31, 2017, equipment on lease consisted of the following:

	June 30, 2018		December 31, 2017
Tags	$	125,353	$	124,314
Text		27,705		27,475
Touch		22,950		22,759
Accumulated depreciation		(169,568)		(159,734)
	$	6,440	$	14,814

For the three months ended June 30, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $1,914 and $7,390 respectively.

For the six months ended June 30, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $8,320 and $14,918 respectively.

XML

Intangible Assets

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 5 – INTANGIBLE ASSETS

Intangible assets consist of the following as of June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017
Intangible asset – patent	$	22,353	$	21,253
Accumulated depreciation		(6,452)		(5,858)
	$	15,901	$	15,395

The estimated useful life of the Patent is 20 years. Patents are amortized on a straight-line basis.

XML

Trade and Other Payables

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

Trade and Other Payables

Note 6 – TRADE AND OTHER PAYABLES

As of June 30, 2018 and December 31, 2017, trade and other payables consist of the following:

	June 30, 2018		December 31, 2017
Trade payables	$	1,130,520	$	1,121,841
Accrued expenses		217,410		255,542
Accrued interest		2,159,516		1,889,537
Other liabilities		1,666		61,931
Total trade and other payables	$	3,509,112	$	3,328,851

XML

Loans Payable

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Loans Payable

Note 7 – LOANS PAYABLE

As of June 30, 2018 and December 31, 2017, loans payable consisted of the following:

Loans Payable	June 30, 2018		December 31, 2017
Unsecured, due on demand, interest 15% per annum	$	189,854	$	199,283
Unsecured, due on demand, interest 36% per annum		46,444		48,751
Unsecured, loan payable, due on demand, interest 18% per annum		317,500		317,500
Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016		68,346		71,741
Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016.		250,000		250,000
Total current portion	$	872,144	$	887,275

XML

Convertible Loans Payable

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Convertible Loans Payable

Note 8 – CONVERTIBLE LOANS PAYABLE

Related Party Convertible Loans Payable

(a) On March 31, 2015, the Company issued a convertible promissory note in the principal amount of $310,000 to a company owned by a director of the Company for marketing services. The convertible promissory note is unsecured, bears interest at 5% per annum, is convertible at $1.25 per common share, and is due on demand. As at June 30, 2018, the carrying value of the convertible promissory note was $310,000 (December 31, 2017 - $310,000).

Third Party Convertible Loans Payable

(b)	On August 25, 2015, the Company issued a convertible promissory note in the principal amount of $250,000. The convertible promissory note is unsecured, bears interest at 10% per annum, is due on demand, and is convertible at $1.75 per share. As at June 30, 2018, the carrying value of the convertible promissory note was $250,000 (December 31, 2017 - $250,000).
(c)	On November 7, 2016, the Company entered into a securities purchase agreement with a non-related party. Pursuant to the agreement, the Company was provided with proceeds of $125,000 on November 10, 2016 in exchange for the issuance of a secured convertible promissory note in the principal amount of $138,889, which was inclusive of an 8% original issue discount and bears interest at 8% per annum to the holder. The convertible promissory note matures six months from the date of issuance and is convertible at the option of the holder into our common shares at a price per share that is the lower of $0.12 or the closing price of the Company’s common stock on the conversion date. In addition, under the same terms, the Company also issued a secured convertible note of $50,000 in consideration for proceeds of $10,000 and another secured convertible note of $75,000 in consideration for proceeds of $10,000. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes for consideration of $1 each at any time prior to the maturity date in the event that the convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility.
	On May 7, 2017, the Company triggered an event of default in the convertible note by failing to repay the full principal amount and all accrued interest on the due date. The entire convertible note payable became due on demand and would accrue interest at an increased rate of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law until the convertible note payable was repaid in full.

	On May 8, 2017, the Company issued 100,000 common shares for the conversion of $5,000 of the $72,500 convertible note dated November 7, 2016. On May 24, 2017, the Company issued 210,000 common shares for the conversion of $10,500 of the $72,500 convertible note dated November 7, 2016. Refer to Note 11.
	On May 25, 2017, the lender provided conversion notice for the remaining principal $57,000 of the $72,500 convertible note dated November 7, 2016. This conversion was not processed by the Company’s transfer agent due to direction from the Company not to honor any further conversion notices from the lender. In response, the Company received legal notification pursuant to the refusal to process further conversion notices. Refer to Note 14.
	As at June 30, 2018, the carrying value of the note was $245,889 (December 31, 2017 - $245,889) and the fair value of the derivative liability was $758,016 (December 31, 2017 - $629,759). During the six months ended June 30, 2018, the Company accreted $nil (2017 - $72,099) of the debt discount to finance costs.
(d)	On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 for consideration of $72,250 which was received on January 10, 2017. The note is unsecured, bears interest at 12% per annum, was due on December 21, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) the closing sale price of the Company’s common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the Company’s common stock during the twenty-five consecutive trading days immediately preceding the conversion date. Interest will be accrued and payable at the time of repayment of the note. Financing fees on the note were $4,750. The derivative liability applied as a discount on the note was $72,250 and is being accreted over the life of the note.
	On July 24, 2017, the Company issued 800,000 common shares for the conversion of $26,850 of principal and a $750 finance fee. On October 10, 2017, the Company issued 1,000,000 common shares for the conversion of $705 of principal, $3,200 of penalty interest, and a $750 finance fee. On October 19, 2017, the Company issued 4,400,000 common shares for the conversion of $4,814 of principal and a $1,500 finance fee. On October 25, 2017, the Company issued 2,700,000 common shares for the conversion of $3,030 of principal and a $750 finance fee. On October 27, 2017, the Company issued 3,000,000 common shares for the conversion of $3,450 of principal and a $750 finance fee. On October 31, 2017, the Company issued 3,000,000 common shares for the conversion of $3,450 of principal and a $750 finance fee. On December 27, 2017, the Company issued 4,200,000 common shares for the conversion of $1,182 of principal and a $750 finance fee. On December 29, 2017, the Company issued 4,600,000 common shares for the conversion of $1,132 of principal and a $750 conversion fee.
	During the six months ended June 30, 2018, the Company incurred a default fee of $36,000 for failure to honor the conversion notice in a timely manner and issued 56,200,000 common shares with a fair value of $129,676 for the conversion of $13,461 of principal, $37,491 of default fees and finance costs, $5,250 for conversion fees resulting in a loss on settlement of debt of $73,474.
	On May 8, 2018, the Company paid $45,000 to settle the balance of the $74,500 convertible note including accrued interest. The Company recognized a gain on the settlement of this convertible note totaling $24,752.
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $65,887) and the fair value of the derivative liability was $nil (December 31, 2017 - $31,431). During the six months ended June 30, 2018, the Company accreted $nil (2017 - $1,180) of the debt discount and $nil (2017 - $37,905) of the financing fees to finance costs.
(e)	On January 18, 2017, the Company issued a convertible promissory note in the principal amount of $75,000. The note is unsecured, bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $2,750. The derivative liability applied as a discount on the note was $75,000 and is being accreted over the life of the note.

	On July 28, 2017, the Company issued 500,000 common shares for the conversion of $4,474 of principal and $4,586 of accrued interest. On September 7, 2017, the Company issued 750,000 common shares for the conversion of $12,549 of principal and $951 of accrued interest. On October 11, 2017, the Company issued 750,000 common shares for the conversion of $3,342 of principal and $648 of accrued interest. On October 20, 2017, the Company issued 2,229,400 common shares for the conversion of $3,369 of principal and $198 of accrued interest. On October 27, 2017, the Company issued 3,017,400 common shares for the conversion of $4,592 of principal and $236 of accrued interest. On November 7, 2017, the Company issued 3,667,000 common shares for the conversion of $5,530 of principal and $337 of accrued interest.
	On November 7, 2017, the Company incurred a loan penalty of $15,000 for the conversion price being below the Company’s par value.
	On June 1, 2018 the remaining $56,144 principal balance and $2,023 in accrued interest were reassigned to another unrelated note holder and the note was treated as an extinguishment. Upon reassignment, the Company incurred a finance fee of $46,833 which was added to the principle balance of the new convertible note totaling $105,000. Refer to Note 8(z).
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $56,144) and the fair value of the derivative liability was $nil (December 31, 2017 - $70,818). During the six months ended June 30, 2018, the Company accreted $nil (2017 - $3,149) of the debt discount and $nil (2017 - $49,725) of the financing fees to finance costs.
(f)	On April 3, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on October 3, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. In connection with the issuance, the Company issued 550,000 common shares as a commitment fee, however, these common shares must be returned if the note is fully repaid and satisfied prior to the maturity date. Financing fees on the note were $10,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.
	On October 11, 2017, the Company issued 1,415,205 common shares for the conversion of $2,590 of principal and $5,880 of accrued interest. On October 18, 2017, the Company issued 2,123,434 common shares for the conversion of $5,430 of principal and $494 of accrued interest. On October 19, 2017, the Company issued 2,229,450 common shares for the conversion of $3,879 of principal and $134 of accrued interest. On October 23, 2017, the Company issued 2,440,467 common shares for the conversion of $4,134 of principal and $258 of accrued interest. On October 26, 2017, the Company issued 1,791,445 common shares for the conversion of $3,107 of principal and $118 of accrued interest. On October 31, 2017, the Company issued 2,500,728 common shares for the conversion of $4,262 of principal and $239 of accrued interest. On November 2, 2017, the Company issued 1,499,272 common shares for the conversion of $2,528 of principal and $171 of accrued interest. On November 13, 2017, the Company issued 3,017,333 common shares for the conversion of $4,823 of principal and $608 of accrued interest. On November 22, 2017, the Company issued 4,000,565 common shares for the conversion of $4,292 of principal and $469 of accrued interest. On December 27, 2017, the Company issued 4,200,200 common shares for the conversion of $1,656 of principal and $1,725 of accrued interest. On December 29, 2017, the Company issued 4,619,360 common shares for the conversion of $3,347 of principal and $48 of accrued interest. During the six months ended June 30, 2018, the Company issued 247,495,414 common shares with a fair value of $571,886 for the conversion of $69,952 of principal and $56,227 of default fees and finance costs resulting in a loss on settlement of debt of $445,707.
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $69,952) and the derivative liability was $nil (December 31, 2017 - $108,326).

(g)	On June 5, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on December 5, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $103,000 and is being accreted over the life of the note.
	On January 19, 2018, $50,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. Refer to Note 8(o).
	On March 2, 2018, $25,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. Refer to Note 8(r).
	During the six months ended June 30, 2018, the Company issued 206,994,645 common shares with a fair value of $524,487 for the conversion of the remaining principal balance of $35,000, and default penalties and finance costs of $37,448 resulting in a loss on settlement of debt of $452,039.
	As at June 30, 2018, the Company has accrued $9,487 in interest and penalties on the note and the fair value of the derivative liability was $13,936 (December 31, 2017 - $188,798).
(h)	On July 17, 2017, the Company issued a convertible promissory note in the principal amount of $135,000. The note is unsecured, bears interest at 10% per annum, is due on July 17, 2018, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $0.061. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $16,500. Derivative liability applied as discount on the note was $118,500 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 100,000,000 common shares with a fair value of $227,222 for the conversion of $53,530 of principal balance resulting in a loss on settlement of debt of $173,692.
	As at June 30, 2018, the carrying value of the note was $81,470 (December 31, 2017 - $70,718) and the fair value of the derivative liability was $138,828 (December 31, 2017 - $205,563). During the six months ended June 30, 2018, the Company accreted $64,282 (2017 - $nil) of the debt discount to interest expense.
(i)	On August 17, 2017, the Company issued a convertible promissory note in the principal amount of $110,250. The note is unsecured, bears interest at 8% per annum, is due on August 16, 2018, and is convertible at 58% of to the lowest trading price during the previous ten trading days to the date of a conversion notice. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $5,250. The derivative liability applied as a discount on the note was $105,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 86,173,799 common shares with a fair value of $293,267 for the conversion of $121,240 of principal and interest resulting in a loss on settlement of debt of 172,027.
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $44,661) and the fair value of the derivative liability was $nil (December 31, 2017 - $166,460). During the six months ended June 30, 2018, the Company accreted $65,589 (2017 - $nil) of the debt discount to finance costs.
(j)	On September 6, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured, bears interest at 10% per annum, is due on March 6, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.
	On March 2, 2018, $111,808 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the terms of the note upon reassignment. Refer to Note 8(s).

	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $71,088) and the fair value of the derivative liability was $nil (December 31, 2017 - $100,000). During the six months ended June 30, 2018, the Company accreted $35,912 (2017 - $nil) of the debt discount to finance costs.
(k)	On October 30, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured, bears interest at 10% per annum, is due on April 30, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.
	On May 22, 2018, the principal balance of $87,045 and accrued interest of $5,543 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(y).
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $41,066) and the fair value of the derivative liability was $nil (December 31, 2017 - $100,000). During the six months ended June 30, 2018, the Company accreted $65,934 (2017 - $nil) of the debt discount to finance costs.
(l)	On December 18, 2017, the Company issued a convertible promissory note in the principal amount of $82,000. The note is unsecured, bears interest at 10% per annum, is due on June 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $75,000 and is being accreted over the life of the note.
	On May 22, 2018, the principal balance of $82,000 and accrued interest of $3,055 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(y).
	As at June 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $12,357) and the fair value of the derivative liability was $nil (December 31, 2017 - $75,000). During the six months ended June 30, 2018, the Company accreted $69,643 (2017 - $nil) of the debt discount to finance costs.
(m)	On January 18, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured, bears interest at 10% per annum, is due on July 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and is being accreted over the life of the note.
	On June 18, 2018, the principal balance of $55,000 and accrued interest of $2,215 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(aa).
	As at June 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During the six months ended June 30, 2018, the Company accreted $49,258 of the debt discount to finance costs.
(n)	On January 19, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and is being accreted over the life of the note.
	As at June 30, 2018, the carrying value of the note was $24,411 and the fair value of the derivative liability was $90,688. During the six months ended June 30, 2018, the Company accreted $24,411 of the debt discount to finance costs.

(o)	On January 19, 2018, the Company issued a convertible promissory note in the principal amount of $50,000, as partial replacement for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $50,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 57,244,977 common shares with a fair value of $137,143 to convert principal balance of $50,000 and accrued interest of $309 resulting in a loss on settlement of debt of $86,834.
	During the six months ended June 30, 2018, the Company accreted $50,000 of the debt discount to finance costs.
(p)	On February 2, 2018, the Company issued a convertible promissory note in the principal amount of $107,500. The note is unsecured, bears interest at 10% per annum, is due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $107,500 and is being accreted over the life of the note.
	On June 18, 2018, the principal balance of $107,500 and accrued interest of $4,005 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(aa).
	As at June 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During the six months ended June 30, 2018, the Company accreted $87,418 of the debt discount to finance costs.
(q)	On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $128,000. The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $128,000 and is being accreted over the life of the note.
	As at June 30, 2018, the carrying value of the note was $42,082 and the fair value of the derivative liability was $210,605. During the six months ended June 30, 2018, the Company accreted $42,082 of the debt discount to finance costs.
(r)	On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $25,000, as partial replacement for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 45,518,437 common shares with a fair value of $131,335 for the conversion of $25,000 of principal and accrued interest of $35 resulting in a loss on settlement of debt of $106,300.
	During the six months ended June 30, 2018, the Company accreted $25,000 of the debt discount to finance costs.
(s)	On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $111,808, as partial replacement for a convertible promissory note originally issued on September 6, 2017 in the amount of $107,000 plus accrued interest. Refer to Note 8(j). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the six months ended June 30, 2018, the Company issued 84,783,673 common shares with a fair value of $290,632 for the conversion of $93,400 of principal and $1,054 of accrued interest resulting in a loss on settlement of debt of $196,178.
	As at June 30, 2018, the carrying value of the note was $4,985 and the fair value of the derivative liability was $29,902. During the six months ended June 30, 2018, the Company accreted $98,385 of the debt discount to finance costs.

(t)	On March 19, 2018, the Company issued a convertible promissory note in the principal amount of up to $900,000. The note is unsecured, bears interest at 12% per annum, is due on September 19, 2018, and is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment.
	On March 19, 2018, the Company received $270,000 pursuant to the first tranche of the agreement, which is $300,000 in the principal amount, net of the original issuance discount of $30,000. The derivative liability applied as a discount on the note was $300,000 and is being accreted over the life of the note.
	As at June 30, 2018, the carrying value of the first tranche of the note was $163,043 and the fair value of the derivative liability was $423,476. During the six months ended June 30, 2018, the Company accreted $163,043 of the debt discount to finance costs.
	On May 3, 2018, the Company received $146,500, net of $3,500 in legal fees, pursuant to the second tranche of the agreement, which is $166,667 in the principle amount, net of the original issuance discount of $16,667. The derivative liability applied as a discount on the note was $166,667 and is being accreted over the life of the note.
	On May 3, 2018, the Company amended the convertible promissory note to include that at any time after the 100th calendar day after the funds are issued, and at the option of the holder in addition to the right of conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount.
	As at June 30, 2018, the carrying value of the second tranche of the note was $52,536 and the fair value of the derivative liability was $241,079. During the six months ended June 30, 2018, the Company accreted $52,536 of the debt discount to finance costs.
(u)	In January 2018, the Company issued a convertible promissory note in the principal amount of $15,000 as a commitment fee. The note is unsecured, non-interest bearing until default, is due on August 16, 2018, and is convertible into common shares at a conversion price equal to 75% of the average closing trading price during the previous five trading days prior to conversion date, with a minimum of $0.00005. On March 28, 2018, the Company issued 6,230,530 common shares with a fair value of $19,937 for the conversion of $10,000 of principal resulting in a loss on settlement of debt of $9,937.
	As at June 30, 2018, the carrying value of the note was $5,000 and the fair value of the derivative liability was $5,364.
(v)	As at June 30, 2018, the Company owed a convertible promissory note in the principal amount of $934,939 (Cdn$1,231,128) (December 31, 2017 - $981,370 (Cdn$1,231,128)). The convertible promissory note is unsecured, bears interest at 17.2% per annum, is due on demand, and is convertible into Tags units at the average closing price of the 120 days period prior to conversion date. As at June 30, 2018, accrued interest of $604,452 (Cdn$795,960) (December 31, 2017 – $549,886(Cdn$689,832)) was recorded in accounts payable and accrued liabilities.
(w)	On May 8, 2018 the Company issued a convertible note in the principal amount of $51,500. The note is unsecured, bears interest at 10% per annum, and is due on May 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date.
	As at June 30, 2018, the carrying value of the note was $9,889 and the fair value of the derivative liability was $65,203. During the six months ended June 30, 2018, the Company accreted $9,889 of the debt discount to finance costs.
(x)	On May 28, 2018 the Company issued a convertible note in the principal amount of $180,000. The note is unsecured, bears interest at 10% per annum, and is due on May 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date.

	As at June 30, 2018, the carrying value of the note was $21,522 and the fair value of the derivative liability was $220,004. During the six months ended June 30, 2018, the Company accreted $21,522 of the debt discount to finance costs.
(y)	On May 22, 2018 the Company reassigned convertible note balances from another unrelated party in the principal amount of $177,643. Refer to Note 8(k) and 8(l). The note is unsecured, bears interest at 10% per annum, became due and payable on June 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. During the six months ended June 30, 2018, the Company issued 163,260,000 common shares with a fair value of $304,554 for the conversion of $146,518 of principal and $817 of accrued interest resulting in a loss on settlement of debt of $157,219.
	As at June 30, 2018, the carrying value of the note was $31,125 and the fair value of the derivative liability was $22,996.
(z)	On June 1, 2018, the Company reassigned a convertible note from another unrelated party in the principal amount of $105,000; $58,167 in assigned principal and accrued interest and a finance fee of $46,833 Refer to Note 8(e). The note is unsecured, bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. During the six months ended June 30, 2018, the Company issued 13,000,000 common shares with a fair value of $26,000 for the conversion of $9,400 of principal and $350 of accrued interest resulting in a loss on settlement of debt of $16,250.
	As at June 30, 2018, the carrying value of the note was $95,600 and the fair value of the derivative liability was $126,594.
(aa)	On June 18, 2018, the Company reassigned convertible note balances from another unrelated party in the principal amount of $168,721. Refer to Note 8(m) and 8(p). The note is unsecured, bears interest at 10% per annum, which is due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The remaining derivative liability applied as a discount on the reassigned note was $25,824 and is being accreted over the remaining life of the note.
	As at June 30, 2018, the carrying value of the note was $142,990 and the fair value of the derivative liability was $124,604. During the six months ended June 30, 2018, the Company accreted $73,669 of the debt discount to finance costs.

XML

Derivative Liabilities

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

Note 9 – DERIVATIVE LIABILITIES

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 8 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. For the six-month period ended June 30, 2018, the Company recorded a gain on the change in fair value of derivative liability of $397,517 (June 30, 2017 – $91,670). As at June 30, 2018 and December 31, 2017, the Company recorded derivative liability of $2,471,295 and $1,676,155, respectively.

The following inputs and assumptions were used to value the derivative liabilities outstanding during the period and year ended June 30, 2018 and December 31, 2017 respectively, assuming no dividend yield:

	2018		2017
Expected volatility	294 - 379	%	96 - 533	%
Risk free interest rate	1.19 - 2.15	%	0.11 - 1.76	%
Expected life (in years)	0.01 - 1.0		0.1 - 1.0

A summary of the activity of the derivative liabilities is shown below:

	$
Balance, December 31, 2016		365,944
Derivative loss due to new issuances		350,250
Mark-to-market adjustment		(91,670	)
Balance, June 30, 2017 (restated)		624,524
Balance, December 31, 2017		1,676,155
Derivative loss due to new issuances		1,192,657
Mark-to-market adjustment		(397,517	)
Balance, June 30, 2018		2,471,295

XML

Mezzanine Equity

6 Months Ended

Jun. 30, 2018

MEZZANINE EQUITY

Mezzanine Equity

Note 10 – MEZZANINE EQUITY

Authorized

150,000,000 shares of undesignated preferred stock authorized, each having a par value of $0.001 as of June 30, 2018 and December 31, 2017, respectively.

Equity Transactions

DSG TAG designated 5,000,000 shares as Series A Convertible Preferred Stock (“Series A Shares”) and issued 4,309,384 Series A Shares to a company controlled by a director of DSG TAG for conversion of its debt of $5,386,731 on October 24, 2014. The Series A Shares have no general voting rights and carry a 5% per annum interest rate. Series A Shares that are converted to common shares are entitled to the same voting rights as other common shareholders. The Series A Shares are subject to a redemption obligation at $1.25 per common share pursuant to the following terms:

● On or before August 1, 2016, the Company must complete a financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 Series A Shares;

● On or before September 1, 2016, the Company must complete an additional financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 additional Series A Shares; and

● On or before October 1, 2016, the Company must complete an additional financing for gross proceeds of at least $5.0 million and use at least $3.14 million to redeem the remaining 2,509,384 Series A Shares.

During the year ended December 31, 2015, 80,000 Series A Shares with a value of $100,000 were purchased by an unrelated third-party and exchanged for 80,000 shares of common stock of the Company. The Series A Shares were not exchanged for securities of DSG Global, Inc. as part of the Share Exchange Agreement.

The preferred shares are recorded in the consolidated financial statements as Mezzanine Equity.

On June 21, 2018, the Company entered into a debt exchange agreement for the conversion of indebtedness totaling $6,283,766 ($7,627,303 CDN) including $5,286,731 in Series A Shares and $997,035 in interest accrued on the Series A Shares. For consideration of settlement, the Company will designate and issue an undetermined number of Series B Convertible Preferred Stock (“Series B Shares”) and Series E Convertible Preferred Stock (“Series E Shares” and all outstanding Series A Shares, previously issued under conversion of debt on October 24, 2014 , will be returned. As of June 30, 2018, the agreement has not yet closed as certain terms of the agreement have not yet been settled.

XML

Common Stock

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Common Stock

Note 11 – COMMON STOCK

During the six months ended June 30, 2018 the Company issued an aggregate of;

● 1,161,245,545 shares of common stock with a fair value of $2,975,418 upon the conversion of $811,187 of convertible debentures and accrued interest, as noted in Note 8. The Company recorded a loss on extinguishment of debt of $2,164,231 in connection with the conversions.

● 50,000,000 shares of common stock for proceeds of $81,659.

● 750,000 shares of common stock, with a fair value of $2,250, in connection with a 5% commission granted on referral of sales totaling $45,000.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Note 12 – RELATED PARTY TRANSACTIONS

As at June 30, 2018, the Company owed $133,264 (Cdn$175,481) (December 31, 2017 - $205,963 (Cdn$258,381)) to the President, CEO, and CFO of the Company for management fees, which has been recorded in accounts payable and accrued liabilities. The amounts owed and owing are unsecured, non-interest bearing, and due on demand.

During the six months ended June 30, 2018 the Company paid $69,866 (Cdn$92,000) in management fees to the President, CEO, and CFO of the Company.

As at June 30, 2018, the Company owed $17,429 (Cdn$22,950) (December 31, 2017 - $4,273 (Cdn$27,950)) to a Company controlled by the son of the President, CEO, and CFO of the Company. The balance owing has been recorded in accounts payable and accrued liabilities. The amount owing is unsecured, non-interest bearing, and due on demand.

XML

Commitments

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments

Note 13 – COMMITMENTS

Lease Obligations

On June 1, 2018, the Company signed a two year operating lease agreement expiring on May 31, 2020 with the right to renew for an additional two year term if written notice is provided within 120 days prior to the expiration of the current term. The annual rent for the premises in Canada is approximately CDN $46,552 commencing on July 1, 2018.

Product Warranties

The Company’s product warranty costs are part of its cost of sales based on associated material product costs, labor costs for technical support staff, and associated overhead. The products sold are generally covered by a warranty for a period of one year. As of June 30, 2018, the Company has set up a reserve for future warranty costs of $134,940. The Company’s past experience with warranty related costs was used as a basis for the reserve. During the six months ended June 30, 2018, the Company recorded warranty expense of $46,273 (2017 - $7,362).

A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows:

	Six months ended			Year ended
	June 30, 2018			December 31, 2017
Product warranty liability:
Opening balance	$	165,523		$	111,715
Accruals for product warranties issued in the period		15,690			99,699
Adjustments to liabilities for pre-existing warranties		(46,273	)		(45,891	)
Ending liability	$	134,940		$	165,523

In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows.

XML

Contingencies

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Note 14 – CONTINGENCIES

A director of the Company, representing his company, Adore Creative Agency Inc. (“Adore”), has filed a notice of default on March 31, 2016, in regard to a related party convertible note issued by the Company. The note was issued in lieu of marketing services and has a maturity date of March 31, 2016. The Company has countersued Adore for failure to provide services as obligated under the terms and agreement of the convertible note, and in addition for damages as a result.

On September 7, 2016, Chetu Inc. filed a Complaint for Damage in Florida to recover an unpaid invoice amount of $27,335 plus interest of $4,939. The invoice was not paid due to a service dispute.

On May 24, 2017, the Company received a notice of default from Coastal Investment Partners LLC (“Coastal”), on three 8% convertible promissory notes issued by the Company in aggregate principal amount of $261,389 and commenced a lawsuit on June 12, 2017 in the United States District Court, Southern District of New York. Coastal alleges that the Company failed to deliver shares of common stock underlying the Coastal notes, and thus giving rise to an event of default. Coastal seeks damages in excess of $250,000 for breach of contact damages, and legal fees incurred by Coastal with respect to the lawsuit. This action is still pending.

On October 10, 2017, a vendor filed a complaint for Breach of Contract with Superior Court of the State of California. The Complainant is alleging that it is contractually owed 1,848,130 shares of the Company’s common stock and is seeking damages of $270,000. In addition, a related vendor filed in the same filing a complaint for $72,000 as part of a consulting agreement the Company executed. No accrual has been recorded because the Company is of the opinion that no obligation exists since the vendors have not performed their contractual duties.

On February 9, 2017, the Company received a notice of default from Auctus Fund LLC (“Auctus”), on a 12% convertible promissory note issued to the Company in the principal amount of $75,000 and commenced a lawsuit on February 2, 2018 in the United States District Court, District of Massachusetts. Auctus alleges that the Company failed to honor a conversion notice under the terms of the note, and thus giving rise to an event of default. Auctus seeks damages in excess of $306,681, which consists of the principal amount of the note, liquidated damages, and default interest, and legal fees incurred by Auctus with respect to the lawsuit. On June 1, 2018 the remaining $58,167 note balance, including principal and interest, was reassigned to another unrelated note holder and the note was extinguished. Refer to Note 8(e) and 8(z).

On April 9, 2018, the Company received a share-reserve increase letter from JSJ Investments Inc. (“JSJ”) pursuant to the terms of a 10% convertible promissory note issued to the Company in the principal amount of $135,000. On April 24, 2018, the Company received a notice of default from JSJ for failure to comply with the share-reserve increase and on April 30, 2018 demanded payment in full of the default amount totaling $172,845. On May 7, 2018, JSJ commenced a lawsuit in the United States District Court, District of Dallas County, Texas. JSJ alleges that the Company failed to comply with the share-reserve increase letter, thus giving rise to an event of default, and failed to pay the outstanding default amount due under the terms of the note. JSJ seeks damages in excess of $200,000 but not more than $1,000,000, which consists of the principal amount of the note, default interest, and legal fees incurred by JSJ with respect to the lawsuit. This action is still pending.

XML

Revision of Prior Year Financial Statements

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Revision of Prior Year Financial Statements

Note 15 – REVISION OF PRIOR YEAR FINANCIAL STATEMENTS

While preparing the interim condensed consolidated financial statements for the period ending March 31, 2018, the Company noted that there was a revision of the fair value of the derivative liabilities and during the period ended June 30, 2018, determined that no non-controlling interest exists. Accordingly, the Company has revised its consolidated financial statements as at and for the year ended December 31, 2017 to reflect the change in fair value of derivative liabilities and retained earnings during the period and the fair value of the derivative liabilities and retained earnings as at December 31, 2017. This revision resulted in an increase to retained earnings of 1,819,564, an increase to net loss of $720,424 and an increase to net loss per share of $0.01. There was no impact on the consolidated statement of cash flows. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company has determined that the impact of adjustments relating to the correction of this accounting error are not material to previously issued annual audited consolidated financial statements as the amount was derived from an estimate, has no impact on compliance with regulatory requirements or loan covenants, and has no impact on the Company’s cash flows.. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

The impact of the revision as at December 31, 2017 and for the year then ended is summarized below:

Consolidated Balance Sheet

	As at December 31, 2017
	As reported $			Adjustment $			As restated $
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Derivative liabilities		1,191,396			484,759			1,676,155
Total Current Liabilities		8,061,842			484,759			8,546,601
Total Liabilities		8,061,842			484,759			8,546,601
Stockholders’ Equity
Deficit		(30,409,853	)		(1,819,564	)		(32,229,417	)
Noncontrolling interest		(1,334,805	)		1,334,805			-
Total Stockholders’ Deficit		(13,257,858	)		(484,759	)		(13,742,617	)

Consolidated Statement of Operations and Comprehensive Loss

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Other income (expense)
Change in fair value of derivative liabilities		(340,227	)		(484,759	)		(824,986	)
Total other income (expense)		(1,987,202	)		(484,759	)		(2,471,961	)
Net loss for the year		(3,632,072	)		(484,759	)		(4,116,831	)
Net loss attributed to non-controlling interest		235,665			(235,665	)		-
Comprehensive loss		(3,819,809	)		(720,424	)		(4,540,233	)

Consolidated Statement of Stockholders’ Equity

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Deficit		(30,409,853	)		(1,819,564	)		(32,229,417	)
Non-controlling interest		(1,334,805	)		1,334,805			-
Stockholders’ Equity		(13,257,858	)		(484,759	)		(13,742,617	)

Consolidated Statement of Cash Flows

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Operating activities
Net loss		(3,632,072	)		(484,759	)		(4,116,831	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(340,227	)		(484,759	)		(824,986	)

XML

Subsequent Events

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

Note 16 – SUBSEQUENT EVENTS

On July 2, 2018, the Company issued 63,055,661 shares of common stock to settle $39,092 in convertible debentures.

On July 3, 2018, the Company issued a second amendment to the convertible promissory note, dated March 19, 2018, which supersedes any provisions to the contrary, to include that at any time after the 115^th calendar day after the funds are issued, and at the option of the holder in addition to the right to conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount. In addition, an amount of $26,500 was added to the balance of the note.

On July 6, 2018, the Company received a notice of conversion to issue 44,000,000 shares of common stock to settle $25,300 in convertible debentures.

On July 16, 2018, the Company received $125,000, net of $3,500 in legal fees which is $198,333 in the principal amount, net of the original issuance discount of $19,833 and $50,000 payable to the holder for the Company’s benefit, pursuant to the third tranche of the convertible promissory note dated March 19, 2018.

On July 19, 2018, the Company received a notice of conversion to issue 19,095,964 shares of common stock to settle $10,503 in convertible debentures.

On July 24, 2018, the Company issued 57,000,000 shares of common stock to settle outstanding convertible debentures.

On July 25, 2018, the Company received a notice of conversion to issue 42,502,808 shares of common stock to settle $21,039 in convertible debentures.

On August 1, 2018, the Company received a notice of conversion to issue 38,323,242 shares of common stock to settle $12,647 in convertible debentures.

On August 2, 2018, the Company issued 74,000,000 shares of common stock to settle outstanding convertible debentures.

On August 8, 2018, the Company received a notice of conversion to issue 41,593,424 shares of common stock to settle $13,726 in convertible debentures.

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain information and footnote disclosures normally included in these interim condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2017. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

Principles of Consolidation

Principles of Consolidation

These interim condensed consolidated financial statements include the accounts of DSG Global Inc., its subsidiary DSG Tag Systems, Inc., and its wholly owned subsidiary DSG Tag Systems International, Ltd., collectively referred to as the Company. For all periods presented, all significant intercompany accounts, transactions and profits have been eliminated in the consolidated financial statements and corporate administrative costs are not allocated to subsidiaries.

Use of Estimates

Use of Estimates

The preparation of these interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Applicable for fiscal years beginning after December 15, 2018:

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This new standard replaces most of the existing revenue recognition guidance in U.S. GAAP permits the use of either the retrospective or cumulative effect transition method. The new standard, as amended, became effective in the first quarter of fiscal year 2018. The Company adopted the standard using the modified retrospective method. There was no effect for any adjustments to retained earnings (accumulated deficit) upon adoption of the standard on January 1, 2018.

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASC 2017-08 “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities” an amendment to shorten the amortization period for certain callable debt securities held at a premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASC 2017-11 “Earnings Per Share (Topic 260), Distinguishing Liability from Equity (Topic 480), and Derivatives and Hedging (Topic 815) – (i) Accounting for Certain Financial Instruments with Down Round Features (ii) Replace of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments.” The amendments in (i) change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and to help clarify existing disclosure requirements. The amendments in (ii) characterize the indefinite deferral of certain provisions and do not have an accounting effect.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This accounting standard seeks to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current US GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This standard also provides guidance from the lessees’ perspective on how to determine if a lease is an operating lease or a financing lease and the differences in accounting for each. In January 2018, the FASB issued ASU No. 2018-01, which allows for an entity to elect an optional transition practical expedient for land easements that exist or expired before adoption of Topic 842. The adoption of this standard is required for interim and fiscal periods beginning after December 15, 2018 and it is required to be applied using the modified retrospective approach. Early adoption is permitted.

The Company is currently evaluating the impact of the above standards on their consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Going Concern

Going Concern

As reflected in the accompanying financial statements, the Company incurred a net loss of $4,321,407 for the six month period ended June 30, 2018 and has a working capital deficit of $9,462,878 and an accumulated deficit of $36,550,824 as of June 30, 2018.

While the Company is attempting to grow revenues, improve margins, and lower costs, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management is seeking to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Reclassification

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.

XML

Trade Receivables, Net (Tables)

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Schedule of Trade Receivables, Net

As of June 30, 2018 and December 31, 2017, trade receivables consisted of the following:

	June 30, 2018		December 31, 2017
Trade receivables	$	116,365	$	52,373
Allowance for bad debts		(15,785)		(28,637)
Total trade receivables, net	$	100,580	$	23,736

XML

Fixed Assets (Tables)

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of Fixed Assets

As of June 30, 2018, and December 31, 2017, fixed assets consisted of the following:

	June 30, 2018			December 31, 2017
Furniture and equipment	$	16,162		$	17,914
Computer equipment		25,320			26,435
Accumulated depreciation		(39,414	)		(43,385	)
	$	2,068		$	964

Schedule of Equipment On lease

As of June 30, 2018, and December 31, 2017, equipment on lease consisted of the following:

	June 30, 2018		December 31, 2017
Tags	$	125,353	$	124,314
Text		27,705		27,475
Touch		22,950		22,759
Accumulated depreciation		(169,568)		(159,734)
	$	6,440	$	14,814

XML

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following as of June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017
Intangible asset – patent	$	22,353	$	21,253
Accumulated depreciation		(6,452)		(5,858)
	$	15,901	$	15,395

XML

Trade and Other Payables (Tables)

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

Schedule of Trade and Other Payables

As of June 30, 2018 and December 31, 2017, trade and other payables consist of the following:

	June 30, 2018		December 31, 2017
Trade payables	$	1,130,520	$	1,121,841
Accrued expenses		217,410		255,542
Accrued interest		2,159,516		1,889,537
Other liabilities		1,666		61,931
Total trade and other payables	$	3,509,112	$	3,328,851

XML

Loans Payable (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Loans Payable

As of June 30, 2018 and December 31, 2017, loans payable consisted of the following:

Loans Payable	June 30, 2018		December 31, 2017
Unsecured, due on demand, interest 15% per annum	$	189,854	$	199,283
Unsecured, due on demand, interest 36% per annum		46,444		48,751
Unsecured, loan payable, due on demand, interest 18% per annum		317,500		317,500
Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016		68,346		71,741
Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016.		250,000		250,000
Total current portion	$	872,144	$	887,275

XML

Derivative Liabilities (Tables)

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Assumptions Used Derivative Liabilities

The following inputs and assumptions were used to value the derivative liabilities outstanding during the period and year ended June 30, 2018 and December 31, 2017 respectively, assuming no dividend yield:

	2018		2017
Expected volatility	294 - 379	%	96 - 533	%
Risk free interest rate	1.19 - 2.15	%	0.11 - 1.76	%
Expected life (in years)	0.01 - 1.0		0.1 - 1.0

Schedule of Derivative Liabilities Activity

A summary of the activity of the derivative liabilities is shown below:

	$
Balance, December 31, 2016		365,944
Derivative loss due to new issuances		350,250
Mark-to-market adjustment		(91,670	)
Balance, June 30, 2017 (restated)		624,524
Balance, December 31, 2017		1,676,155
Derivative loss due to new issuances		1,192,657
Mark-to-market adjustment		(397,517	)
Balance, June 30, 2018		2,471,295

XML

Commitments (Tables)

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Warranty Liability

A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows:

	Six months ended			Year ended
	June 30, 2018			December 31, 2017
Product warranty liability:
Opening balance	$	165,523		$	111,715
Accruals for product warranties issued in the period		15,690			99,699
Adjustments to liabilities for pre-existing warranties		(46,273	)		(45,891	)
Ending liability	$	134,940		$	165,523

XML

Revision of Prior Year Financial Statements (Tables)

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of Changes in Financial Statements

Consolidated Balance Sheet

	As at December 31, 2017
	As reported $			Adjustment $			As restated $
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Derivative liabilities		1,191,396			484,759			1,676,155
Total Current Liabilities		8,061,842			484,759			8,546,601
Total Liabilities		8,061,842			484,759			8,546,601
Stockholders’ Equity
Deficit		(30,409,853	)		(1,819,564	)		(32,229,417	)
Noncontrolling interest		(1,334,805	)		1,334,805			-
Total Stockholders’ Deficit		(13,257,858	)		(484,759	)		(13,742,617	)

Consolidated Statement of Operations and Comprehensive Loss

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Other income (expense)
Change in fair value of derivative liabilities		(340,227	)		(484,759	)		(824,986	)
Total other income (expense)		(1,987,202	)		(484,759	)		(2,471,961	)
Net loss for the year		(3,632,072	)		(484,759	)		(4,116,831	)
Net loss attributed to non-controlling interest		235,665			(235,665	)		-
Comprehensive loss		(3,819,809	)		(720,424	)		(4,540,233	)

Consolidated Statement of Stockholders’ Equity

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Deficit		(30,409,853	)		(1,819,564	)		(32,229,417	)
Non-controlling interest		(1,334,805	)		1,334,805			-
Stockholders’ Equity		(13,257,858	)		(484,759	)		(13,742,617	)

Consolidated Statement of Cash Flows

	Year ended December 31, 2017
	As reported $			Adjustment $			As restated $
Operating activities
Net loss		(3,632,072	)		(484,759	)		(4,116,831	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(340,227	)		(484,759	)		(824,986	)

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Net loss	$ (4,501,010)	$ (1,599,278)	$ 4,321,407	$ 872,597
Working capital deficit	9,462,878		9,462,878
Accumulated deficit	$ 36,550,824		$ 36,550,824		$ 32,229,417

XML

Trade Receivables, Net - Schedule of Trade Receivables, Net (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Receivables [Abstract]
Trade receivables	$ 116,365	$ 52,373
Allowance for bad debts	(15,785)	(28,637)
Total trade receivables, net	$ 100,580	$ 23,736

XML

Fixed Assets (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accounting Policies [Abstract]
Depreciation expense	$ 1,914	$ 7,390	$ 8,320	$ 14,918

XML

Fixed Assets - Schedule of Fixed Assets (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Summary Of Significant Accounting Policies [Line Items]
Accumulated depreciation	$ (39,414)	$ (43,385)
Fixed assets equipment, Net	2,068	964
Furniture and Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Fixed assets equipment, Gross	16,162	17,914
Computer Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Fixed assets equipment, Gross	$ 25,320	$ 26,435

XML

Fixed Assets - Schedule of Equipment On lease (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Summary Of Significant Accounting Policies [Line Items]
Accumulated depreciation	$ (169,568)	$ (159,734)
Fixed assets and equipment on lease, net	6,440	14,814
Tags [Member]
Summary Of Significant Accounting Policies [Line Items]
Fixed assets and equipment on lease, gross	125,353	124,314
Text [Member]
Summary Of Significant Accounting Policies [Line Items]
Fixed assets and equipment on lease, gross	27,705	27,475
Touch [Member]
Summary Of Significant Accounting Policies [Line Items]
Fixed assets and equipment on lease, gross	$ 22,950	$ 22,759

XML

Intangible Assets (Details Narrative) - Patents [Member]	6 Months Ended
	Jun. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Patent estimated useful life	20 years
Amortization method	straight-line basis

XML

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset - patent costs, gross	$ 22,353	$ 21,253
Accumulated depreciation	(6,452)	(5,858)
Intangible assets , net	$ 15,901	$ 15,395

XML

Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Trade payables	$ 1,130,520	$ 1,121,841
Accrued expenses	217,410	255,542
Accrued interest	2,159,516	1,889,537
Other liabilities	1,666	61,931
Total trade and other payables	$ 3,509,112	$ 23,328,851

XML

Loans Payable - Schedule of Loans Payable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Line of Credit Facility [Line Items]
Loans Payable Current	$ 872,144	$ 887,275
Loans Payable [Member]
Line of Credit Facility [Line Items]
Loans Payable Current	189,854	199,283
Loans Payable One [Member]
Line of Credit Facility [Line Items]
Loans Payable Current	46,444	48,751
Loans Payable Two [Member]
Line of Credit Facility [Line Items]
Loans Payable Current	317,500	317,500
Loans Payable Three [Member]
Line of Credit Facility [Line Items]
Loans Payable Current	68,346	71,741
Loans Payable Four [Member]
Line of Credit Facility [Line Items]
Loans Payable Current	$ 250,000	$ 250,000

XML

Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Loans Payable [Member]
Line of Credit Facility [Line Items]
Interest per annum	15.00%	15.00%
Loans Payable One [Member]
Line of Credit Facility [Line Items]
Interest per annum	36.00%	36.00%
Loans Payable Two [Member]
Line of Credit Facility [Line Items]
Interest per annum	18.00%	18.00%
Loans Payable Three [Member] | May 6, 2016 [Member]
Line of Credit Facility [Line Items]
Interest per annum	5.00%	5.00%
Loans Payable Three [Member] | June 5, 2016 [Member]
Line of Credit Facility [Line Items]
Interest per annum	10.00%	10.00%
Loans Payable Three [Member] | July 5, 2016 [Member]
Line of Credit Facility [Line Items]
Interest per annum	20.00%	20.00%
Loans Payable Four [Member]
Line of Credit Facility [Line Items]
Interest per annum	10.00%	10.00%
Minimum interest amount	$ 25,000	$ 25,000
Loan payable due date	Jul. 22, 2016	Jul. 22, 2016

XML

Convertible Loans Payable (Details Narrative)																																																					1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 21, 2018 USD ($)	Jun. 21, 2018 CAD ($)	Jun. 18, 2018 USD ($)	Jun. 01, 2018 USD ($)	May 28, 2018 USD ($)	May 22, 2018 USD ($)	May 08, 2018 USD ($)	May 03, 2018 USD ($)	Mar. 28, 2018 USD ($) shares	Mar. 19, 2018 USD ($)	Mar. 02, 2018 USD ($)	Mar. 02, 2018 USD ($)	Feb. 02, 2018 USD ($)	Jan. 19, 2018 USD ($)	Jan. 18, 2018 USD ($)	Dec. 29, 2017 USD ($) shares	Dec. 29, 2017 USD ($) shares	Dec. 27, 2017 USD ($) shares	Dec. 27, 2017 USD ($) shares	Dec. 18, 2017 USD ($)	Nov. 22, 2017 USD ($) shares	Nov. 13, 2017 USD ($) shares	Nov. 07, 2017 USD ($) shares	Nov. 02, 2017 USD ($) shares	Oct. 31, 2017 USD ($) shares	Oct. 30, 2017 USD ($)	Oct. 27, 2017 USD ($) shares	Oct. 27, 2017 USD ($) shares	Oct. 26, 2017 USD ($) shares	Oct. 25, 2017 USD ($) shares	Oct. 23, 2017 USD ($) shares	Oct. 20, 2017 USD ($) shares	Oct. 19, 2017 USD ($) shares	Oct. 18, 2017 USD ($) shares	Oct. 11, 2017 USD ($) shares	Oct. 10, 2017 USD ($) shares	Sep. 07, 2017 USD ($) shares	Sep. 06, 2017 USD ($)	Aug. 17, 2017 USD ($)	Jul. 28, 2017 USD ($) shares	Jul. 24, 2017 USD ($) shares	Jul. 17, 2017 USD ($) $ / shares shares	Jun. 05, 2017 USD ($)	May 25, 2017 USD ($)	May 24, 2017 USD ($) shares	May 08, 2017 USD ($) shares	Apr. 03, 2017 USD ($) shares	Jan. 18, 2017 USD ($)	Jan. 10, 2017 USD ($)	Dec. 21, 2016 USD ($)	Nov. 10, 2016 USD ($) $ / shares	Nov. 07, 2016 USD ($)	Jan. 31, 2018 USD ($) $ / shares	Oct. 31, 2017 USD ($) shares	Oct. 19, 2017 USD ($) shares	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) shares	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Jun. 30, 2018 CAD ($)	Dec. 31, 2017 CAD ($)	May 07, 2017	Aug. 25, 2015 USD ($) $ / shares	Mar. 31, 2015 USD ($) $ / shares
Line of Credit Facility [Line Items]
Proceeds from note payable																																																										$ 967,000	$ 338,000
Number of common shares issued for conversion, value	$ 6,283,766																																																									2,975,418	165,000
Gain / Loss on settlement of debt																																																								$ (768,964)		(2,164,231)
Accrued interest																																																								2,159,516		2,159,516		$ 1,889,537
Fair value of common shares issued																																																								1,263,873		1,263,873		101,877
CAD [Member]
Line of Credit Facility [Line Items]
Number of common shares issued for conversion, value		$ 7,627,303
Convertible Note [Member]
Line of Credit Facility [Line Items]
Debt instrument face value				$ 56,144																																																								65,887
Debt instrument unsecured bears interest																																																12.00%		12.00%
Proceeds from convertible debt																																																	$ 72,250
Convertible debt agreement value							$ 74,500																																					$ 72,500	$ 72,500			$ 75,000		$ 74,500						13,461		$ 13,461
Debt instrument, description																																																(i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date.
Number of common shares issued for conversion | shares																4,600,000		4,200,000					3,667,000				3,000,000			2,700,000		2,229,400			750,000	1,000,000	750,000			500,000	800,000				210,000									3,000,000	4,400,000			56,200,000
Number of common shares issued for conversion, value																$ 1,132		$ 1,182					$ 5,530				$ 3,450			$ 3,030		$ 3,369			$ 3,342	$ 705	$ 12,549			$ 4,474	$ 26,850			$ 57,000	$ 10,500									$ 3,450	$ 4,814			$ 129,676
Fair value of derivative liability																																																	$ 72,250											31,431
Discount on notes																																																												37,905
Deferred financing fees																750	$ 750	750	$ 750						$ 750		750	$ 750		$ 750			$ 1,500			750					$ 750							$ 2,750		$ 4,750				750	1,500	36,000		36,000		37,905
Debt maturity date																																																Oct. 18, 2017		Dec. 21, 2017
Lowest trading price, percentage																																																60.00%		50.00%
Debt instrument penalty interest																							15,000													$ 3,200																						36,000
Default fees																																																								37,491		37,491
Debt conversion fees																																																								5,250		5,250
Gain / Loss on settlement of debt							24,752																																																			73,474
Debt principal payments							$ 45,000
Derivative liability																72,250	$ 72,250																															$ 75,000
Debt discount rate																																																40.00%
Accrued interest				2,023																			$ 337									$ 198			$ 648		$ 951			$ 4,586
Convertible Note [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																												56,144
Number of common shares issued for conversion | shares																												3,017,400
Number of common shares issued for conversion, value																												$ 4,592
Fair value of derivative liability																																																												70,818
Discount on notes																																																												3,149
Deferred financing fees																																																												49,725
Accrued interest																											$ 236	$ 236
Debt discount																																																												75,000
New Convertible Note [Member]
Line of Credit Facility [Line Items]
Debt instrument face value				$ 105,000
Convertible Promissory Note [Member]
Line of Credit Facility [Line Items]
Debt instrument face value						$ 87,045				$ 50,000																																																		69,952
Debt instrument unsecured bears interest																				10.00%						10.00%												10.00%	8.00%			10.00%	10.00%				10.00%
Debt conversion price per share | $ / shares																																										$ 0.061
Convertible debt agreement value																				$ 82,000						$ 107,000												$ 107,000	$ 110,250			$ 135,000	$ 110,000				$ 110,000									69,952		$ 69,952
Debt instrument, description																				Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment.						Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment.												Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date.				(i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $0.061.	(i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date				(i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment.
Number of common shares issued for conversion | shares																	4,619,360		4,200,200		4,000,565	3,017,333		1,499,272	2,500,728				1,791,445		2,440,467		2,229,450	2,123,434	1,415,205							10,000,000					550,000											247,495,414
Number of common shares issued for conversion, value																	$ 3,347		$ 1,656		$ 4,292	$ 4,823		$ 2,528	$ 4,262				$ 3,107		$ 4,134		$ 3,879	$ 5,430	$ 2,590							$ 53,530																$ 571,886
Deferred financing fees																				$ 7,000						$ 7,000												$ 7,000	$ 5,250			$ 16,500	$ 7,000				$ 10,000
Debt maturity date																				Jun. 18, 2018						Apr. 30, 2018												Mar. 06, 2018	Aug. 16, 2018			Jul. 17, 2018	Dec. 05, 2017				Oct. 03, 2017
Lowest trading price, percentage																																							58.00%			55.00%	55.00%				55.00%
Gain / Loss on settlement of debt																																										$ 173,629																445,707
Derivative liability																				$ 75,000						$ 100,000												$ 100,000	$ 105,000			118,500	$ 103,000				$ 100,000													108,326
Accrued interest						5,543										$ 48	$ 48	$ 1,725	$ 1,725		$ 469	$ 608		$ 171	$ 239				$ 118		$ 258		$ 134	$ 494	$ 5,880																			$ 239	$ 134	56,227		$ 56,227
Note extinguishment amount											$ 111,808	$ 25,000		$ 50,000
Fair value of common shares issued																																										$ 227,222
Debt discount																																																												100,000
Convertible Promissory Note One [Member]
Line of Credit Facility [Line Items]
Debt instrument face value						82,000
Number of common shares issued for conversion | shares																																																										206,994,645
Number of common shares issued for conversion, value																																																										$ 35,000
Fair value of derivative liability																																																								13,936		13,936		188,798
Deferred financing fees																																																								37,448		37,448		7,000
Gain / Loss on settlement of debt																																																										452,039
Accrued interest						$ 3,055																																																		9,487		9,487
Fair value of common shares issued																																																								524,487		524,487
Debt discount																																																												103,000
Convertible Promissory Note Two [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								81,470		81,470		70,718
Fair value of derivative liability																																																								138,828		138,828		205,563
Deferred financing fees																																																												16,500
Debt discount																																																								64,282		64,282
Convertible Promissory Note Three [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																												44,661
Number of common shares issued for conversion | shares																																																										86,173,799
Number of common shares issued for conversion, value																																																										$ 121,240
Fair value of derivative liability																																																												166,460
Deferred financing fees																																																												5,250
Gain / Loss on settlement of debt																																																										172,027
Fair value of common shares issued																																																								293,267		293,267
Debt discount																																																								65,589		65,589
Convertible Promissory Note Four [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																												71,088
Fair value of derivative liability																																																												100,000
Debt discount																																																								35,912		35,912
Convertible Promissory Note Five [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																												41,066
Fair value of derivative liability																																																												100,000
Debt discount																																																								65,934		65,934
Convertible Promissory Note Six [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																												12,357
Fair value of derivative liability																																																												75,000
Debt discount																																																								69,643		69,643
Convertible Promissory Note Seven [Member]
Line of Credit Facility [Line Items]
Debt instrument face value			$ 55,000
Debt instrument unsecured bears interest															10.00%
Convertible debt agreement value															$ 55,000
Debt instrument, description															Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment.
Fair value of derivative liability
Debt maturity date															Jul. 18, 2018
Accrued interest			$ 2,215
Debt discount															$ 55,000																																									49,258		49,258
Convertible Promissory Note Eight [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								24,411		24,411
Debt instrument unsecured bears interest														10.00%
Convertible debt agreement value														$ 55,000
Fair value of derivative liability																																																								90,688		90,688
Debt maturity date														Jan. 19, 2019
Lowest trading price, percentage														55.00%
Derivative liability														$ 55,000
Debt discount																																																								24,411		$ 24,411
Convertible Promissory Note Nine [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest														10.00%
Convertible debt agreement value														$ 50,000
Proceeds from note payable														$ 110,000
Number of common shares issued for conversion | shares																																																										57,244,977
Number of common shares issued for conversion, value																																																										$ 50,000
Debt maturity date														Jan. 19, 2019
Lowest trading price, percentage														55.00%
Gain / Loss on settlement of debt																																																										86,834
Derivative liability														$ 50,000
Accrued interest																																																								309		309
Fair value of common shares issued																																																								137,143		137,143
Debt discount																																																								50,000		50,000
Convertible Promissory Note Ten [Member]
Line of Credit Facility [Line Items]
Debt instrument face value
Debt instrument unsecured bears interest													10.00%
Convertible debt agreement value													$ 107,500
Fair value of derivative liability
Debt maturity date													Aug. 02, 2018
Derivative liability													$ 107,500
Debt discount																																																								87,418		87,418
Convertible Promissory Note Eleven [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								42,082		42,082
Debt instrument unsecured bears interest											10.00%	10.00%
Convertible debt agreement value											$ 128,000	$ 128,000
Fair value of derivative liability																																																								210,605		210,605
Debt maturity date											Mar. 02, 2019
Lowest trading price, percentage											55.00%
Derivative liability											$ 128,000	$ 128,000
Debt discount																																																								42,082		$ 42,082
Convertible Promissory Note Twelve [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest											10.00%	10.00%
Proceeds from convertible debt											$ 110,000
Convertible debt agreement value											$ 25,000	$ 25,000
Number of common shares issued for conversion | shares																																																										45,518,437
Number of common shares issued for conversion, value																																																										$ 25,000
Debt maturity date											Mar. 02, 2019
Lowest trading price, percentage											55.00%
Gain / Loss on settlement of debt																																																										106,300
Derivative liability											$ 25,000	$ 25,000
Accrued interest																																																								35		35
Fair value of common shares issued																																																								131,335		131,335
Debt discount																																																								25,000		25,000
Convertible Promissory Note Thirteen [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								4,985		$ 4,985
Debt instrument unsecured bears interest											10.00%	10.00%
Proceeds from convertible debt											$ 107,000
Convertible debt agreement value											$ 111,808	$ 111,808
Number of common shares issued for conversion | shares																																																										84,783,673
Number of common shares issued for conversion, value																																																										$ 93,400
Fair value of derivative liability																																																								29,902		29,902
Debt maturity date											Mar. 02, 2019
Lowest trading price, percentage											55.00%
Gain / Loss on settlement of debt																																																										196,178
Derivative liability											$ 25,000	$ 25,000
Accrued interest																																																								1,054		1,054
Fair value of common shares issued																																																								290,632		290,632
Debt discount																																																								98,385		98,385
Convertible Promissory Note Fourteen [Member]
Line of Credit Facility [Line Items]
Debt instrument face value								$ 166,667		$ 300,000
Debt instrument unsecured bears interest										12.00%
Proceeds from convertible debt								$ 146,500
Convertible debt agreement value										$ 900,000
Debt original issue discount								16666700.00%		3000000.00%
Proceeds from note payable										$ 270,000
Debt maturity date										Sep. 19, 2018
Lowest trading price, percentage										55.00%
Debt principal payments								$ 5,562
Derivative liability								166,667		$ 300,000
Debt instrument periodic payment per week								27,812
Legal fees								$ 3,500
Convertible Promissory Note Fourteen [Member] | First Tranche [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								163,043		163,043
Fair value of derivative liability																																																								423,476		423,476
Debt discount																																																								163,043		163,043
Convertible Promissory Note Fourteen [Member] | Second Tranche [Member]
Line of Credit Facility [Line Items]
Fair value of derivative liability																																																								241,079		241,079
Derivative liability																																																								241,079		241,079
Debt discount																																																								52,536		52,536
Convertible Promissory Note Fifteen [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								5,000		5,000
Debt conversion price per share | $ / shares																																																					$ 0.00005
Convertible debt agreement value																																																					$ 15,000
Number of common shares issued for conversion | shares									6,230,530
Number of common shares issued for conversion, value									$ 10,000
Fair value of derivative liability																																																								$ 5,364		$ 5,364
Debt maturity date																																																					Aug. 16, 2018
Lowest trading price, percentage																																																					75.00%
Gain / Loss on settlement of debt									9,937
Fair value of common shares issued									$ 19,937
Convertible Promissory Note Sixteen [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest																																																								17.20%		17.20%			17.20%
Convertible debt agreement value																																																								$ 934,939		$ 934,939		981,370
Accrued interest																																																								604,452		604,452		549,886
Convertible Promissory Note Sixteen [Member] | CAD [Member]
Line of Credit Facility [Line Items]
Convertible debt agreement value																																																													$ 1,231,128	$ 1,231,128
Accrued interest																																																													$ 795,960	$ 689,832
Convertible Promissory Note Seventeen [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest							10.00%
Convertible debt agreement value							$ 51,500																																																	9,889		9,889
Fair value of derivative liability																																																								65,203		65,203
Debt maturity date							May 08, 2019
Lowest trading price, percentage							32.00%
Debt discount																																																								9,889		9,889
Convertible Promissory Note Eighteen [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest					10.00%
Convertible debt agreement value					$ 180,000																																																			21,522		21,522
Fair value of derivative liability																																																								220,004		220,004
Debt maturity date					May 08, 2019
Lowest trading price, percentage					32.00%
Debt discount																																																								21,522		21,522
Convertible Promissory Note Nineteen [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest						10.00%
Convertible debt agreement value						$ 177,643																																																		31,125		$ 31,125
Number of common shares issued for conversion | shares																																																										163,260,000
Number of common shares issued for conversion, value																																																										$ 146,518
Fair value of derivative liability																																																								22,996		22,996
Debt maturity date						Jun. 18, 2018
Gain / Loss on settlement of debt																																																										157,219
Fair value of common shares issued																																																								304,554		304,554
Convertible Promissory Note Twenty [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest				12.00%
Convertible debt agreement value				$ 105,000																																																				95,600		$ 95,600
Debt instrument, description				(i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date.
Number of common shares issued for conversion | shares																																																										13,000,000
Number of common shares issued for conversion, value																																																										$ 9,400
Fair value of derivative liability																																																								126,594		126,594
Deferred financing fees				$ 46,833
Debt maturity date				Oct. 18, 2017
Lowest trading price, percentage				60.00%
Gain / Loss on settlement of debt																																																										16,250
Debt principal payments				$ 58,167
Debt discount rate				40.00%
Accrued interest																																																								350		350
Fair value of common shares issued																																																								26,000		26,000
Convertible Promissory Note Twenty One [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest			10.00%
Convertible debt agreement value			$ 168,721																																																					142,990		142,990
Fair value of derivative liability																																																								124,604		124,604
Debt maturity date			Aug. 02, 2018
Derivative liability			$ 25,824
Finance cost																																																								73,669		73,669
Non-related Party [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest																																																			8.00%
Debt conversion price per share | $ / shares																																																			$ 0.12
Proceeds from convertible debt																																																				$ 125,000
Convertible debt agreement value																																																			$ 138,889
Debt original issue discount																																																			8.00%
Right to redeem value																																																			$ 62,500
Notes																																																			40,000
Proceeds from note payable																																																			$ 1
Debt instrument, description																																																			The convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility.
Non-related Party [Member] | Secured Convertible Note[Member]
Line of Credit Facility [Line Items]
Proceeds from convertible debt																																																			$ 10,000
Convertible debt agreement value																																																			50,000
Non-related Party [Member] | Secured Convertible Note One[Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest																																																															1.50%
Proceeds from convertible debt																																																			10,000
Convertible debt agreement value																																																			$ 72,500
Non-related Party [Member] | Secured Convertible Note One[Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt instrument unsecured bears interest																																																															18.00%
Non-related Party [Member] | Convertible Note [Member]
Line of Credit Facility [Line Items]
Convertible debt agreement value																																														$ 72,500
Number of common shares issued for conversion | shares																																														100,000
Number of common shares issued for conversion, value																																														$ 5,000
Director [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								310,000		310,000		310,000					$ 310,000
Debt instrument unsecured bears interest																																																																	5.00%
Debt conversion price per share | $ / shares																																																																	$ 1.25
Third Party [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								250,000		250,000		250,000				$ 250,000
Debt instrument unsecured bears interest																																																																10.00%
Debt conversion price per share | $ / shares																																																																$ 1.75
Third Party Notes [Member]
Line of Credit Facility [Line Items]
Debt instrument face value																																																								245,889		245,889		245,889
Fair value of derivative liability																																																								$ 758,016		758,016		$ 629,759
Discount on notes																																																											$ 72,099

XML

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain on change in fair value of derivative liability	$ 6,013,778	$ 1,946,087	$ 397,517	$ 91,670	$ (824,986)
Derivative liability	$ 2,471,295		$ 2,471,295		$ 1,676,155

XML

Derivative Liabilities - Schedule of Assumptions Used Derivative Liabilities (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Minimum [Member] | Measurement Input, Price Volatility [Member]
Expected volatility	294.00%	96.00%
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Risk free interest rate	1.19%	0.11%
Minimum [Member] | Measurement Input, Expected Term [Member]
Expected life (in years)	4 days	4 days
Maximum [Member] | Measurement Input, Price Volatility [Member]
Expected volatility	379.00%	533.00%
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Risk free interest rate	2.15%	1.76%
Maximum [Member] | Measurement Input, Expected Term [Member]
Expected life (in years)	1 year	1 year

XML

Derivative Liabilities - Schedule of Derivative Liabilities Activity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities, beinning balance	$ 1,676,155	$ 365,944
Derivative loss due to new issuances	1,192,657	350,250
Mark to market adjustment	(397,517)	(91,670)
Derivative liabilities, ending balance	$ 2,471,295	$ 624,524

XML

Mezzanine Equity (Details Narrative)							1 Months Ended	6 Months Ended		12 Months Ended
	Jun. 21, 2018 USD ($)	Jun. 21, 2018 CAD ($)	Oct. 10, 2017 shares	Oct. 02, 2016 USD ($) $ / shares shares	Sep. 01, 2016 USD ($) $ / shares shares	Aug. 01, 2016 USD ($) $ / shares shares	Oct. 24, 2014 USD ($) shares	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Dec. 31, 2015 USD ($) shares	Dec. 31, 2017 $ / shares shares
Temporary Equity [Line Items]
Debt conversion amount	$ 6,283,766							$ 2,975,418	$ 165,000
Proceeds from issuance common stock								$ 81,659	$ 50,000
Number of common stock shares issued | shares			1,848,130
CAD [Member]
Temporary Equity [Line Items]
Debt conversion amount		$ 7,627,303
Series A Shares [Member]
Temporary Equity [Line Items]
Debt conversion amount	5,286,731
Accrued interest	$ 997,035
Unrelated Third Party [Member]
Temporary Equity [Line Items]
Number of common shares issued for debt conversion | shares										80,000
Series A Preferred Stock [Member] | Mezzanine Equity [Member]
Temporary Equity [Line Items]
Preferred stock redemption price per share | $ / shares				$ 1.25	$ 1.25	$ 1.25
Proceeds from issuance common stock				$ 5,000,000	$ 2,500,000	$ 2,500,000
Preferred stock redemption value				$ 3,140,000	$ 1,125,000	$ 1,125,000
Preferred stock redemption | shares				2,509,384	900,000	900,000
Series A Preferred Stock [Member] | Unrelated Third Party [Member]
Temporary Equity [Line Items]
Number of common stock shares issued | shares										80,000
Value of stock shares issued										$ 100,000
DSG TAG Systems Inc [Member]
Temporary Equity [Line Items]
Preferred stock, shares authorized | shares								150,000,000			150,000,000
Preferred stock par value | $ / shares								$ 0.001			$ 0.001
DSG TAG Systems Inc [Member] | Series A Preferred Stock [Member]
Temporary Equity [Line Items]
Preferred stock designated | shares							5,000,000
Series A preferred stock interest rate per annum								5.00%
DSG TAG Systems Inc [Member] | Preferred Class A [Member] | Director [Member]
Temporary Equity [Line Items]
Number of common shares issued for debt conversion | shares							4,309,384
Debt conversion amount							$ 5,386,731

XML

Common Stock (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Jun. 21, 2018	Oct. 10, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition [Line Items]
Debt conversion amount	$ 6,283,766				$ 2,975,418	$ 165,000
Loss on extinguishment of debt			$ (768,964)		(2,164,231)
Number of common stock shares issued		1,848,130
Convertible Debentures [Member]
Business Acquisition [Line Items]
Debt conversion amount					811,187
Loss on extinguishment of debt					$ 2,164,231
Common Stock [Member]
Business Acquisition [Line Items]
Number of common shares issued for debt conversion					1,161,245,545
Debt conversion amount					$ 2,975,418
Number of common stock shares issued					50,000,000
Number of common stock issued value					$ 81,659
Common Stock One [Member]
Business Acquisition [Line Items]
Number of common stock shares issued					750,000
Number of common stock issued value					$ 2,250
Common Stock One [Member] | Referral Sales [Member]
Business Acquisition [Line Items]
Commission granted percentage			5.00%		5.00%
Referral sales amount					$ 45,000

XML

Related Party Transactions (Details Narrative) - President, CEO and CFO [Member]	6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2018 CAD ($)	Jun. 30, 2018 CAD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 CAD ($)
Related Party Transaction [Line Items]
Related party transactions owed amount	$ 133,264			$ 205,963
Management fee expenses	69,866
Accounts Payable and Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Related party transactions owed amount	$ 17,429			$ 4,273
CAD [Member]
Related Party Transaction [Line Items]
Related party transactions owed amount			$ 175,481		$ 258,381
Management fee expenses		$ 92,000
CAD [Member] | Accounts Payable and Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Related party transactions owed amount			$ 22,950		$ 27,950

XML

Commitments (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2018 CAD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Lease expiretion date			May 31, 2020	May 31, 2020
Warranty reserve	$ 134,940		$ 134,940			$ 165,523
Warranty expense	$ 46,273	$ 4,738	$ 46,273		$ 7,362
CDN [Member]
Annual rent payment				$ 46,552

XML

Contingencies (Details Narrative) - USD ($)						6 Months Ended
	Apr. 09, 2018	Oct. 10, 2017	May 24, 2017	Feb. 09, 2017	Sep. 07, 2016	Jun. 30, 2018
Litigation settlement		$ 270,000
Number of stock issued during period		1,848,130
Minimum [Member]
Damages in excess						$ 200,000
Maximum [Member]
Damages in excess						$ 1,000,000
Consulting Agreement [Member]
Litigation settlement		$ 72,000
Chetu Inc. [Member]
Litigation settlement					$ 27,335
Litigation settlement interest					$ 4,939
Coastal Investment Partners LLC [Member] | Three 8% Convertible Promissory Notes [Member]
Debt instrument, principal amount			$ 261,389
Damages in excess			$ 250,000
Auctus Fund LLC [Member] | 12% Convertible Promissory Notes [Member]
Litigation settlement interest	$ 172,845
Debt instrument, principal amount	$ 135,000			$ 75,000
Damages in excess				$ 306,681

XML

Revision of Prior Year Financial Statements (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Retained earnings	$ (36,550,824)		$ (36,550,824)		$ (32,229,417)
Increase in net loss	$ 4,501,010	$ 1,599,278	$ (4,321,407)	$ (872,597)
Increase in net loss per share	$ 0	$ 0.04	$ (0.01)	$ (0.03)
Restatement Adjustment [Member]
Retained earnings	$ 1,819,564		$ 1,819,564		1,819,564
Increase in net loss			$ 720,424		$ (484,759)
Increase in net loss per share			$ 0.01

XML

Revision of Prior Year Financial Statements - Schedule of Changes in Financial Statements (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Derivative liabilities	$ 2,471,295		$ 2,471,295		$ 1,676,155
Total Current Liabilities	9,690,238		9,690,238		8,546,601
Total Liabilities					8,546,601
Stockholders’ Equity Deficit	(36,550,824)		(36,550,824)		(32,229,417)
Total stockholders deficit attributable to DSG Global, Inc.
Total Stockholders’ Equity	(14,725,200)		(14,725,200)		(13,742,617)
Change in fair value of derivative liabilities	6,013,778	$ 1,946,087	397,517	$ 91,670	(824,986)
Total other income (expense)	4,878,762	1,755,375	(3,433,994)	(422,521)	(2,471,961)
Net loss for the year					(4,116,831)
Net loss attributed to non-controlling interest
Comprehensive loss attributable to DSG Global, Inc.	4,139,416	$ 1,438,503	(4,041,910)	$ (1,083,246)	(540,233)
Scenario, Previously Reported [Member]
Derivative liabilities					1,191,396
Total Current Liabilities					8,061,842
Total Liabilities					8,061,842
Stockholders’ Equity Deficit					(30,409,853)
Total stockholders deficit attributable to DSG Global, Inc.					(1,334,805)
Total Stockholders’ Equity					(13,257,858)
Change in fair value of derivative liabilities					(340,227)
Total other income (expense)					(1,987,202)
Net loss for the year					(3,632,072)
Net loss attributed to non-controlling interest					235,665
Comprehensive loss attributable to DSG Global, Inc.					(3,819,809)
Restatement Adjustment [Member]
Derivative liabilities					484,759
Total Current Liabilities					484,759
Total Liabilities					484,759
Stockholders’ Equity Deficit	$ 1,819,564		$ 1,819,564		1,819,564
Total stockholders deficit attributable to DSG Global, Inc.					1,334,805
Total Stockholders’ Equity					(484,759)
Change in fair value of derivative liabilities					(484,759)
Total other income (expense)					(484,759)
Net loss for the year					(484,759)
Net loss attributed to non-controlling interest					(235,665)
Comprehensive loss attributable to DSG Global, Inc.					$ (720,424)

XML

Subsequent Events (Details Narrative) - USD ($)																													6 Months Ended
	Aug. 08, 2018	Aug. 02, 2018	Aug. 01, 2018	Jul. 25, 2018	Jul. 24, 2018	Jul. 19, 2018	Jul. 16, 2018	Jul. 06, 2018	Jul. 04, 2018	Jun. 21, 2018	Dec. 29, 2017	Dec. 27, 2017	Dec. 18, 2017	Nov. 22, 2017	Nov. 13, 2017	Nov. 02, 2017	Oct. 31, 2017	Oct. 30, 2017	Oct. 26, 2017	Oct. 23, 2017	Oct. 19, 2017	Oct. 18, 2017	Oct. 11, 2017	Sep. 06, 2017	Aug. 17, 2017	Jul. 17, 2017	Jun. 05, 2017	Apr. 03, 2017	Jun. 30, 2018	Jun. 30, 2017	May 22, 2018	May 03, 2018	Mar. 19, 2018	Dec. 31, 2017
Subsequent Event [Line Items]
Debt conversion amount										$ 6,283,766																			$ 2,975,418	$ 165,000
Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Number of common shares issued for conversion convertible notes payable											4,619,360	4,200,200		4,000,565	3,017,333	1,499,272	2,500,728		1,791,445	2,440,467	2,229,450	2,123,434	1,415,205			10,000,000		550,000	247,495,414
Debt conversion amount											$ 3,347	$ 1,656		$ 4,292	$ 4,823	$ 2,528	$ 4,262		$ 3,107	$ 4,134	$ 3,879	$ 5,430	$ 2,590			$ 53,530			$ 571,886
Bank account daily payment deduction per day, amount																																$ 5,562
Bank account daily payment deduction per week, amount																																$ 27,812
Convertible note principal amount																															$ 87,045		$ 50,000	$ 69,952
Debt instrument unsecured bears interest													10.00%					10.00%						10.00%	8.00%	10.00%	10.00%	10.00%
Debt maturity date													Jun. 18, 2018					Apr. 30, 2018						Mar. 06, 2018	Aug. 16, 2018	Jul. 17, 2018	Dec. 05, 2017	Oct. 03, 2017
Debt instrument, conversion trading percentage																									58.00%	55.00%	55.00%	55.00%
Convertible Promissory Note [Member] | TrancheThree [Member]
Subsequent Event [Line Items]
Convertible note principal amount																																	$ 19,833
Subsequent Event [Member] | Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Number of common shares issued for conversion convertible notes payable	41,593,424	74,000,000	38,323,242	42,502,808	57,000,000	19,095,964		44,000,000	6,305,561
Debt conversion amount									$ 39,092
Proceeds received from convertible promissory note							$ 125,000
Legal fees							3,000
Convertible note principal amount	$ 13,726		$ 12,647	$ 21,039		$ 10,503	$ 198,333	$ 25,300