10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2021

OR

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

For the transition period from ___________to ____________

Commission File Number 000-55431

MASSROOTS, INC.
(Exact name of business as specified in its charter)

Delaware	46-2612944
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1560 Broadway, Office 17-105, Denver, CO	80202
(Address of principal executive offices)	(Zip code)

(303) 816-8070

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

As of June 18, 2021, there were 499,871,337 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS 

PART I.	FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 (unaudited)	2
		Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2021 and 2020 (unaudited)	3
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (unaudited)	5
		Notes to Condensed Consolidated Financial Statements (unaudited)	6
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	ITEM 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION		24
	ITEM 1.	Legal Proceedings	24
	ITEM 1A.	Risk Factors	24
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	ITEM 3.	Defaults Upon Senior Securities	24
	ITEM 4.	Mine Safety Disclosures	25
	ITEM 5.	Other Information	25
	ITEM 6.	Exhibits	25
	SIGNATURES		26

-i-

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q may be “forward-looking statements.”

Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and “would.” These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, and our other filings with SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.

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PART I-FINANCIAL INFORMATION 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MASSROOTS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2021			2020
	(unaudited)
ASSETS
Current assets:
Cash	$	204		$	1,485
Prepaid expenses		47,132			97,132
Total current assets		47,336			98,617
Total assets	$	47,336		$	98,617
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	5,408,678		$	4,948,890
Accrued payroll and related expenses		3,923,417			3,864,055
Advances		87,800			88,187
Non-convertible notes payable, current portion		184,167			159,520
Derivative liabilities		50,558,285			25,475,514
Convertible notes payable		3,134,458			3,186,303
Total current liabilities		63,296,805			37,722,469
Non-convertible notes payable		60,000			60,000
PPP note payable		50,000			50,000
Total liabilities		63,406,805			37,832,469
Commitments and contingencies (See Note 8)
Stockholders' deficit:
Preferred stock - 10,000,000 shares authorized:
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively		-			-
Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 659.605674 and 654.781794 shares issued; 659.605674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively		1			1
Preferred stock - Series C, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding		1			1
Preferred stock - Series A, $0.001 par value, 6,000 shares authorized; 0 shares issued and outstanding		-			-
Preferred stock - Series B, $0.001 par value, 2,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.001par value, 500,000,000 shares authorized; 498,174,656 and 493,726,405 shares issued and outstanding, respectively		498,175			493,727
Common stock to be issued, 907,379,814 shares		907,380			907,380
Additional paid in capital		286,859,096			283,024,527
Discount on preferred stock		(3,244,472	)		(20,973,776	)
Accumulated deficit		(348,379,650	)		(301,185,712	)
Total stockholders' deficit		(63,359,469	)		(37,733,852	)
Total liabilities and stockholders' deficit	$	47,336		$	98,617

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

1

MASSROOTS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2021			2020
Revenues	$	1,527		$	-
Operating Expenses:
Cost of revenues		297			-
Advertising		18,553			-
Payroll and related expense		79,533			82,736
Other general and administrative expenses		204,892			128,592
Total Operating Expenses		303,275			211,328
Loss From Operations		(301,748	)		(211,328	)
Other Income (Expense):
Interest expense		(570,148	)		(941,649	)
Change in derivative liability for authorized shares shortfall		(29,453,448	)		(31,129,095	)
Change in fair value of derivative liabilities		353,393			327,062
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable		3,917,734			-
Gain (loss) on conversion of convertible notes		(880	)		2,114
Total Other Income (Expense)		(25,753,349	)		(31,741,568	)
Net Loss Before Income Taxes		(26,055,097	)		(31,952,896	)
Provision for Income Taxes (Benefit)		-			-
Net Loss		(26,055,097	)		(31,952,896	)
Deemed dividend resulting from amortization of preferred stock discount		(21,138,841	)		-
Deemed dividend from warrant price protection		-			(95,002,933	)
Net Loss Available to Common Stockholders	$	(47,193,938	)	$	(126,955,829	)
Net loss per common share - basic and diluted	$	(0.03	)	$	(0.09	)
Weighted average common shares outstanding - basic and diluted		1,404,565,970			1,368,486,089

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

2

MASSROOTS, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2021

(Unaudited)

	Preferred Stock
	Series X				Series Y				Series C				Common Stock				Common Stock to be Issued				Additional Paid		Discount on Preferred			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		In Capital		Stock			Deficit			Total
Balance at December 31, 2020		16.05	$	-		654.781794	$	1		1,000	$	1		493,726,405	$	493,727		907,379,814	$	907,380	$	283,024,527	$	(20,973,776	)	$	(301,185,712	)	$	(37,733,852	)
Common shares issued upon conversion of convertible notes		-		-		-		-		-		-		4,448,251		4,448		-		-		128,554		-			-			133,002
Sale of Series X preferred shares		10.00		-		-		-		-		-		-		-		-		-		200,000		-			-			200,000
BCF recognized upon issuance of Series X preferred shares		-		-		-		-		-		-		-		-		-		-		2,852,500		(2,852,500	)		-			-
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants		-		-		4.823880		-		-		-		-		-		-		-		96,478		-			-			96,478
BCF recognized upon issuance of Series Y preferred shares		-		-		-		-		-		-		-		-		-		-		557,037		(557,037	)		-			-
Deemed dividend resulting from amortization of preferred stock discount		-		-		-		-		-		-		-		-		-		-		-		21,138,841			(21,138,841	)		-
Net loss		-		-		-		-		-		-		-		-		-		-		-		-			(26,055,097	)		(26,055,097	)
Balance at March 31, 2021		26.05	$	-		659.605674		1		1,000	$	1		498,174,656	$	498,175		907,379,814	$	907,380	$	286,859,096	$	(3,244,472	)	$	(348,379,650	)	$	(63,359,469	)

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

3

MASSROOTS, INC.

Condensed Consolidated Statements of Stockholders' Deficit

For the Three Months Ended March 31, 2020

(Unaudited)

	Preferred Stock
	Series C				Common Stock						Common Stock to be Issued						Additional Paid		Accumulated
	Shares		Amount		Shares			Amount			Shares			Amount			In Capital		Deficit			Total
Balance at December 31, 2019		1,000	$	1		384,266,948		$	384,267			944,659,814		$	944,660		$	151,364,371	$	(189,562,225	)	$	(36,868,926	)
Issuance of common shares previously to be issued		-		-		37,160,000			37,160			(37,160,000	)		(37,160	)		-		-			-
Common shares issued upon conversion of convertible notes and accrued interest		-		-		53,618,457			53,619			-			-			266,511		-			320,130
Common shares contributed back to the Company and promptly retired		-		-		(69,000	)		(69	)		-			-			69		-			-
Deemed dividend related to warrant price protection		-		-		-			-			-			-			95,002,933		(95,002,933	)		-
Net loss		-		-		-			-			-			-			-		(31,952,896	)		(31,952,896	)
Balance at March 31, 2020		1,000	$	1		474,976,405		$	474,977			907,499,814		$	907,500		$	246,633,884	$	(316,518,054	)	$	(68,501,692	)

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

4

MASSROOTS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(26,055,097	)	$	(31,952,896	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(353,393	)		(327,062	)
Change in derivative liability for authorized shares shortfall		29,453,448			31,129,095
Interest and amortization of debt discount		570,148			941,649
(Gain) loss on conversion of convertible notes payable		880			(2,114	)
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable		(3,917,734	)		-
Changes in operating assets and liabilities:
Prepaid expenses		50,000			1,975
Accounts payable and accrued expenses		(33,155	)		50,987
Accrued payroll and related expenses		59,362			49,014
Net cash used in operating activities		(225,541	)		(109,352	)
Cash flows from financing activities:
Bank overdrafts		-			(1,168	)
Proceeds from sale of Series X preferred shares		200,000			-
Proceeds from issuance of convertible notes payable		-			132,000
Proceeds from issuance of non-convertible notes payable		24,647			-
Repayment of non-convertible notes payable		-			(21,750	)
Proceeds from advances		2,998			-
Repayments of advances		(3,385	)		-
Net cash provided by financing activities		224,260			109,082
Net decrease in cash		(1,281	)		(270	)
Cash, beginning of period		1,485			1,120
Cash, end of period	$	204		$	850
Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	-		$	-
Cash paid during period for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Amortization of discount on preferred stock	$	21,138,841		$	-
Common stock issued upon conversion of convertible notes and accrued interest	$	133,002		$	320,130
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants	$	96,478		$	-
Issuance of common shares previously to be issued	$	-		$	37,160
Common shares contributed back to the Company and promptly retired	$	-		$	69
Deemed dividend related to warrant price protection	$	-		$	95,002,933
Derivative liability recognized as debt discount on newly issued convertible notes	$	-		$	103,255

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

5

MASSROOTS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021 (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Overview

MassRoots, Inc. (“MassRoots” or the “Company”) is a technology company focused on developing cloud-based solutions to deliver informative content and improve operating efficiencies. The Company was incorporated in the State of Delaware on April 26, 2013.

Our unaudited condensed consolidated financial statements include the accounts of DDDigtal, Inc., Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies, Inc., our wholly-owned subsidiaries.

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three months ended March 31, 2021 and 2020, its cash flows for the three months ended March 31, 2021 and 2020, and its financial position as of March 31, 2020 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on April 16, 2021 (the “Annual Report”). The December 31, 2020 balance sheet is derived from those statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of March 31, 2021, the Company had cash of $204 and a working capital deficit (current liabilities in excess of current assets) of $63,249,469. During the three months ended March 31, 2021, the net loss available to common stockholders was $47,193,938 and net cash used in operating activities was $225,541. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements.

During the three months ended March 31, 2021, the Company received proceeds of $200,000 and $24,647 from the issuance of preferred stock and non-convertible notes, respectively. The Company does not have sufficient cash to fund operations for the next fiscal year.

The Company’s primary source of operating funds since inception has been cash proceeds from the public and private placements of the Company’s securities, including debt and equity securities, and proceeds from the exercise of warrants and options. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations.

Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency; and 2) implement a plan to increase revenues. The Company’s continued existence is dependent upon its ability to translate its audience into revenues. However, the outcome of management’s plans cannot be determined with any degree of certainty. 

6

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the unaudited condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Quarterly Report on Form 10-Q, the Company has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital. 

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2021.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Cash

For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At March 31, 2021 and December 31, 2020, the uninsured balances amounted to $0.

7

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings.

Accounts Receivable and Allowance for Doubtful Accounts 

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

Revenue Recognition

Revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

In accordance with ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following:

(i)	Identify the contract(s) with a customer;
(ii)	Identify the performance obligation in the contract;
(iii)	Determine the transaction price;
(iv)	Allocate the transaction price to the performance obligations in the contract; and
(v)	Recognize revenue when (or as) the Company satisfies a performance obligation.

The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company recognizes revenue pro rata over the contract term and any unearned revenue is deferred to future periods. 

Based on the nature of the Company’s revenue streams, revenues generally do not require significant estimates or judgments. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $18,553 and $0 for the three months ended March 31, 2021 and 2020, respectively.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

Income Taxes

The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

8

Convertible Instruments

U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.”

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using the effective interest method.

Beneficial Conversion Features and Deemed Dividends

The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock.

The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.

Derivative Financial Instruments

The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of March 31, 2021 and December 31, 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock.

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

Indefinite Lived Intangibles and Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

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Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Net Loss Per Common Share

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of diluted earnings (loss) per share excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	March 31,		March 31,
	2021		2020
Common shares issuable upon conversion of convertible notes		480,455,058		21,729,616,410
Options to purchase common shares		27,621,765		27,621,765
Warrants to purchase common shares		2,389,387,578		17,161,927,276
Common shares issuable upon conversion of preferred stock		6,857,556,740		-
Total potentially dilutive shares		9,755,021,141		38,919,165,451

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2021 and December 31, 2020 is summarized as follows:

	March 31, 2021			December 31, 2020
Computers	$	6,366		$	6,366
Office equipment		17,621			17,621
Subtotal		23,987			23,987
Less accumulated depreciation		(23,987	)		(23,987	)
Property and equipment, net	$	-		$	-

Depreciation expense for the three months ended March 31, 2021 and 2020 was $0.

NOTE 5 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE

During the three months ended March 31, 2021 and 2020, the Company received aggregate proceeds from non-interest bearing advances of $2,998 and $0 and repaid an aggregate of $3,385 and $0, respectively, of advances. Included in the three months ended March 31, 2021 were $198 of advances from and $3,385 of repayments to the Company’s Chief Executive Officer (See Note 14). The remaining advances are primarily for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2017 and 2018. As of March 31, 2021 and December 31, 2020, the Company owed $87,800 and $88,187 in principal, respectively, and $0 in accrued interest on advances.

During the three months ended March 31, 2021 and 2020, the Company received proceeds from the issuance of non-convertible notes of $24,647 and $0 and repaid an aggregate of $0 and $21,750, respectively, of non-convertible notes. The non-convertible notes have maturity dates ranging from March 18, 2019 to June 26, 2022 and accrue interest at rates ranging from 0% to 35% (default interest rate) per annum. As of March 31, 2021 and December 31, 2020, the Company owed $244,167 and $219,520 in principal (of which $60,000 and $60,000 is long-term) and $326,488 and $251,612 in accrued interest, respectively, on non-convertible notes (See Note 15).

On May 4, 2020, the Company received proceeds of $50,000 from a PPP note. The note has a maturity date of May 4, 2022 and bears 1% interest per annum. As of March 31, 2021 and December 31, 2020, the Company owed $50,000 in principal and $453 and $330, respectively, in accrued interest on this note.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of March 31, 2021 and December 31, 2020, the Company owed accounts payable and accrued expenses of $5,408,678 and $4,948,890, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

NOTE 7 – ACCRUED PAYROLL AND RELATED EXPENSES

The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, and 2020. As of March 31, 2021 and December 31, 2020, the Company owed payroll tax liabilities, including penalties, of $3,923,417 and $3,864,055, respectively, to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. The Company expects to settle these liabilities during 2021.

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NOTE 8 – COMMITMENTS AND CONTINGENCIES

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. 

Power Up Lending Group, Ltd. Complaint

As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

On April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 (the “Settlement Amount”) on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

Sheppard Mullin’s Demand for Arbitration

On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin. Sheppard Mullin seeks to collect the entirety of the amount owed by the Company in accordance with said engagement agreement.

Rother Investments’ Petition

On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $124,750.00 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950. On June 17, 2021, MassRoots filed a motion to set aside default and motion for new trial asserting it was improperly served.

Trawick’s Complaint

As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note.

On May 4, 2021, Trawick requested that the Clerk of the Court files for entry an order to dismiss Trawick’s Lawsuit with prejudice.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On December 17, 2018, the Company issued a secured convertible promissory note in the principal amount of $2,225,000 (including an original issuance discount of $225,000) that matured on December 17, 2019 and bears interest at a rate of 8% per annum (which increased to 22% on July 16, 2019 upon the occurrence of an event of default). The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%.

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In connection with the December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on the closing date pursuant to which the Company granted the investor a security interest in the Collateral (as defined in the Security Agreement). On July 16, 2019, the Company received a notice from the noteholder indicating that events of default had occurred and asserting default penalties of $761,330. During the year ended December 31, 2019, the noteholder converted $345,000 of principal into an aggregate of 53,522,295 shares of common stock. During the year ended December 31, 2020, (i) the noteholder converted $37,000 of principal into an aggregate of 31,109,551 shares of common stock; and (ii) $1,049,329 of accrued interest was reclassified to the principal balance of this note. On January 20, 2021, the noteholder converted $13,345 of principal into an aggregate of 4,448,251 shares of common stock, having a fair value of $133,002, resulting in a reduction of the derivative liability by $118,778 and a loss on conversion of $880. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $2,878,985 and $2,892,330, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $1,239,145 and $1,073,809, respectively, was outstanding on the note.

On January 25, 2019, the Company issued a convertible promissory note in the principal amount of $55,000 (including original issuance discount of $5,000) that matured July 25, 2019 and bearing a one-time interest fee of 10%. The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $55,000. As of March 31, 2021 and December 31, 2020, accrued interest payable of $101,600 and $92,600, respectively, was outstanding on the note.

From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $389,000 (including aggregate original issuance discount of $39,000) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates ranging from 5% to 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In January 2020, one of the promissory notes was amended whereby the conversion price for $9,202 which is a portion of the principal amount of the note was amended to $0.0004 per share. The amendment was deemed a debt modification and accounted for accordingly. During the year ended December 31, 2019, the noteholders converted $31,180 of principal and $8,000 of accrued interest into an aggregate of 10,000,000 shares of common stock. During the year ended December 31, 2020, one of the holders converted $24,826 of principal into an aggregate of 35,005,850 shares of common stock; and one of the holders converted $168,820 of principal and $362,027 of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $530,847, resulting in a reduction of the derivative liability by $719,416 and a gain on settlement of $719,416. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $164,174. As of March 31, 2021 and December 31, 2020, accrued interest payable of $1,406,114 and $1,191,998, respectively, was outstanding on the notes (See Note 15).

On November 13, 2019, the Company issued three convertible promissory notes in the aggregate principal amount of $108,900, having an aggregate original issuance discount of $9,900, resulting in cash proceeds of $99,000. The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of March 31, 2021 and December 31, 2020, the carrying value of the remaining note was $36,300. As of March 31, 2021 and December 31, 2020, accrued interest payable of $67,305 and $57,231, respectively, was outstanding on the remaining note.

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On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the notes.

In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes.

From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $700,700, having an aggregate original issuance discount of $63,700, resulting in cash proceeds of $637,000. The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. On March 23, 2021, a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes.

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On December 15, 2020, $79,143 of accrued compensation owed to the Company’s former Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the note.

As of March 31, 2021 and December 31, 2020, the remaining carrying value of the convertible notes was $3,134,458 and $3,186,303, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $2,814,164 and $2,483,955, respectively, was outstanding on the notes.

Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

The Company does not have enough authorized and unissued common shares to convert all of the convertible promissory notes into common shares. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability (See Note 10).

NOTE 10 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

Upon the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

During the three months ended March 31, 2021, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 133.69% to 138.10%, (3) risk-free interest rate of 0.02% to 0.09%, and (4) expected life of 0.06 to 1.85 years.

On March 31, 2021, the Company estimated the fair value of the embedded derivatives of $50,558,285 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 137.94%, (3) risk-free interest rate of 0.01% to 0.16%, and (4) expected life of 0.08 to 1.84 years.

During the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 119.33% to 128.94%, (3) risk-free interest rate of 0.06% to 1.56%, and (4) expected life of 0.06 to 2.11 years.

On December 31, 2020, the Company estimated the fair value of the embedded derivatives of $25,475,514 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 132.11%, (3) risk-free interest rate of 0.08% to 0.13%, and (4) expected life of 0.04 to 2.08 years.

The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

● Level 1 – Quoted prices in active markets for identical assets or liabilities.

● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

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All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed above. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

As of March 31, 2021 and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges.

Items recorded or measured at fair value on a recurring basis consisted of the following items as of March 31, 2021 and December 31, 2020:

	March 31,  2021		Quoted Prices  in Active  Markets for  Identical Assets (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable  Inputs  (Level 3)
Derivative liabilities	$	50,558,285	$	-	$	-	$	50,558,285

	December 31, 2020		Quoted Prices  in Active  Markets for  Identical Assets (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable Inputs  (Level 3)
Derivative liabilities	$	25,475,514	$	-	$	-	$	25,475,514

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2021: 

Balance, December 31, 2020	$	25,475,514
Transfers out due to conversions of convertible notes, accrued interest and warrants into common shares		(3,898,506	)
Transfers out due to conversions of convertible notes and accrued interest into common shares		(118,778	)
Change in derivative liability due to authorized shares shortfall		29,453,448
Mark to market to March 31, 2021		(353,393	)
Balance, March 31, 2021	$	50,558,285
Gain on change in derivative liabilities for the three months ended March 31, 2021	$	353,393

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

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NOTE 11 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.

On July 2, 2019, the Company authorized the issuance of 6,000 Series A preferred stock, par value $0.001 per share. The Series A preferred stock have a $1,250 stated value and are convertible into shares of common stock at $0.05 per share, subject to certain adjustments. The Certificate of Designation for the Series A preferred stock was filed on July 9, 2019.

During the periods presented, there were 0 shares of Series A Preferred Stock outstanding.

On June 24, 2019, the Company authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.001 per share. The Series B Preferred Stock have a $1,250 stated value and are convertible into shares of common stock at $0.05 per share, subjected to certain adjustments. The Certificate of Designation for the Series B Preferred Stock was filed on July 9, 2019.

During the periods presented, there were 0 shares of Series B Preferred Stock outstanding.

On July 16, 2019, the Company authorized the issuance of 1,000 Series C Preferred Stock, par value $0.001 per share. The 1,000 Series C preferred shares are convertible into 1,000,000 shares of common stock upon the Company listing on a national exchange and other conditions. The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019.

As of March 31, 2021 and December 31, 2020, there were 1,000 shares of Series C Preferred Stock outstanding.

On November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $0.0001 per share. The Series X Preferred Stock has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020.

From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752.

From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the three months ended March 31, 2021, the Company recognized an aggregate beneficial conversion feature of $2,852,500 upon issuance of the Series X preferred shares with a $2,852,500 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $3,260,252 was recognized as a deemed dividend for the three months ended March 31, 2021. As of March 31, 2021, unamortized debt discount on Series X Preferred Stock was $0.

As of March 31, 2021 and December 31, 2020, there were 26.05 and 16.05 shares, respectively, of Series X Preferred Stock outstanding.

On December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $0.001 per share. The Series Y Preferred Stock has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020.

From December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,765,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. Included in the foregoing amounts is 3.20716 shares of Series Y Preferred Stock, having a stated value of $64,143, issued to the Company’s Chief Financial Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series Y preferred shares with a $21,594,115 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $1,028,091 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series Y Preferred Stock was $20,566,024.

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From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the three months ended March 31, 2021, the Company recognized an aggregate beneficial conversion feature of $557,037 upon issuance of the Series Y preferred shares with a $557,037 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $17,878,589 was recognized as a deemed dividend for the three months ended March 31, 2021. As of March 31, 2021, unamortized debt discount on Series Y Preferred Stock was $3,244,472.

On March 17, 2021, the Company issued 27.78633 shares of Series Y Preferred Stock that were recorded as to be issued as of December 31, 2020.

As of March 31, 2021 and December 31, 2020, there were 659.605674 and 626.995464 shares of Series Y Preferred Stock outstanding and 0 and 27.78633 shares to be issued, respectively.

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share.

On January 8, 2020, the Company issued 37,160,000 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2019.

On March 7, 2020, a stockholder returned 69,000 shares of the Company’s common stock back to the Company. The shares were immediately retired. Accordingly, common stock was decreased by the par value of the common shares contributed of $69 with a corresponding increase in additional paid in capital.

During the year ended December 31, 2020, a warrant exercise in 2019, to purchase 120,000 common shares, was rescinded. The rescission was recorded as a decrease in common stock to be issued of $120 and a decrease in additional paid-in capital of $5,880 with a corresponding increase in accounts payable and accrued expenses of $6,000.

During the year ended December 31, 2020, the Company issued an aggregate of 72,368,457 shares of its common stock, having an aggregate fair value of $370,755, upon the conversion of convertible notes with a principal amount of $92,964 and accrued interest of $128, which resulted in the reduction of $278,545 of derivative liabilities and an aggregate net gain on conversion of convertible notes of $882. Accordingly, common stock was increased by the par value of the common shares issued of $72,369 and additional paid in capital was increased by $298,386.

On January 20, 2021, the Company issued 4,448,251 shares of its common stock, having a fair value of $133,002, upon the conversion of convertible notes with a principal amount of $13,345, which resulted in the reduction of $118,778 of derivative liabilities and a loss on conversion of $880.

As of March 31, 2021 and December 31, 2020, there were 498,174,656 and 493,726,405 shares, respectively, of common stock issued and outstanding.

NOTE 12 – WARRANTS

From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734.

A summary of the Company’s warrant activity during the three months ended March 31, 2021, is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2020		2,521,077,555		$	0.00109		2.04	$	14,804,944
Grants		-			-
Exercised		-			-
Expired/Canceled		(131,689,977	)		0.00232
Outstanding at March 31, 2021		2,389,387,578		$	0.00102		1.80	$	46,610,027
Exercisable at March 31, 2021		2,389,387,578		$	0.00102		1.80	$	46,610,027

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Exercise Price	Warrants Outstanding		Weighted Avg. Remaining Life		Warrants Exercisable
$0.0001 – 0.25		2,389,262,578		1.80		2,389,262,578
0.26 – 0.50		125,000		1.75		125,000
		2,389,387,578		1.80		2,389,387,578

The aggregate intrinsic value of outstanding stock warrants was $46,610,027, based on warrants with an exercise price less than the Company’s stock price of $0.020 as of March 31, 2021, which would have been received by the warrant holders had those holders exercised the warrants as of that date.

NOTE 13 – STOCK OPTIONS

Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”) and our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”, and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of September 30, 2020, the Company had granted an aggregate of 64,310,000 securities under the Plans, with 190,000 shares available for future issuances.

The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.

A summary of the Company’s stock option activity during the three months ended March 31, 2021, is presented below:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2020		27,621,765	$	0.49		6.49	$	-
Grants		-
Exercised		-
Expired/Canceled		-
Outstanding at March 31, 2021		27,621,765	$	0.49		6.24	$	-
Exercisable at March 31, 2021		27,621,765	$	0.49		6.24	$	-

Exercise Price	Number of Options		Remaining Life In Years		Number of Options Exercisable
$0.01 – 0.25		13,306,786		7.01		13,306,786
0.26 – 0.50		1,939,631		6.01		1,939,631
0.51 – 0.75		1,820,112		5.43		1,820,112
0.76 – 1.00		9,926,072		5.46		9,926,072
1.01 – 2.00		629,164		5.36		629,164
		27,621,765		6.24		27,621,765

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $0.020 as of March 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date.

NOTE 14 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2021, the Company received aggregate advances of $198 and repaid an aggregate of $3,385 to the Company’s Chief Executive Officer. The advances are non-interest bearing and due on demand. As of March 31, 2021 and December 31, 2020, the Company owed $0 and $3,187, respectively, in advances to the Company’s Chief Executive Officer (See Note 5).

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NOTE 15 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued.

On April 6, 2021, the Small Business Administration forgave the Company’s Paycheck Protection Program loan in the principal amount of $50,000 and accrued interest of $466.

On April 30, 2021, MassRoots entered into a settlement agreement with PowerUp Lending Group, Ltd. by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021, agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. On April 30, 2021, the Company satisfied and discharged its obligations with respect to the Judgment. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

On May 1, 2021, the Company issued 60.91 shares of Series Y Preferred Stock, having a stated value of $1,218,200, in exchange for convertible notes payable and accrued interest of $1,251,200.

As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick filed a complaint against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note. On May 4, 2021, Trawick requested that the Clerk of the Court files for entry an order to dismiss Trawick’s Lawsuit with prejudice. On June 2, 2021, MassRoots and a debtholder entered into an agreement to cancel their outstanding principal and accrued interest of a non-convertible promissory note.

On May 5, 2021, we entered into a letter of intent to purchase Empire Services, Inc.

On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950. On June 17, 2021, MassRoots filed a motion to set aside default and motion for new trial asserting it was improperly served.

On May 24, 2021, MassRoots, Inc., a Delaware corporation filed with the Secretary of State of the State of Delaware amendments to its Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021 (“Series X Certificate of Designations”) and Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020 (“Series Y Certificate of Designations”) respectively. The amendments, which were effective upon filing, changed the conversion rights of the holders of shares of convertible preferred stock to allow the Company to extend the time period before conversion of Series X and Y Convertible Preferred Stock up until November 30, 2022, subject to certain conditions including the increase of the Company’s authorized shares of common stock to 1,200,000,000 and closing of a definitive agreement with Empire Services, Inc. (“Empire”) to acquire the entirety of issued and outstanding equity of Empire. Further, under the terms of Series X Certificate and Series Y Certificate, as amended, the Company is required to exercise its redemption option and use 10% of aggregate proceeds from capital raises amounting to $10 million to redeem its outstanding preferred shares (10% for Series X Preferred Stock and 10% for Series Y Preferred Stock) and 15% (15% for Series X Preferred Stock and 15% for Series Y Preferred Stock) of the portion of such aggregate capital raises that exceeds $10 million in the event Qualified Equity Financing (as defined in Series X Amendment and Series Y Amendment) occurs. Should the Company list its common stock to a senior exchange, the Company will be required to redeem 40% of its outstanding shares of the holders of Series X Preferred Stock and Series Y Preferred Stock on a pro rata basis.

On June 1, 2021, MassRoots issued 1,006,250 shares of common stock previously recorded as to be issued.

On June 4, 2021, MassRoots entered into two cancelation agreements to cancel warrants to purchase an aggregate of 2,221,562,499 shares of common stock and retire 1,485,000 shares of common stock in exchange for cash payments totaling $26,000.

On June 4, 2021, one of the holders of a non-convertible note payable for $60,000 extended the due date of the note from June 26, 2022 to June 24, 2023.

On June 5, 2021, MassRoots issued a non-convertible promissory note in the principal amount of $301,728.68 to Empire Services, Inc. for expenses remitted on MassRoots’ behalf.

From June 7 to June 17 2021, MassRoots issued 2,175,431 shares of common stock for services rendered.

On June 7, 2021, MassRoots appointed Danny Meeks to its Board of Directors and elected Mr. Meeks as Chairman of the Board.

On December 30, 2020, MassRoots entered into a letter of intent to purchase the Herbfluence platform. On June 20, 2021, MassRoots terminated the Letter of Intent to purchase the Herbfluence Platform.

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

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information on such statements contained in this Quarterly Report immediately preceding Part I, Item 1.

Overview 

MassRoots, Inc. was formed in April 2013 as a technology platform for the cannabis industry. The Company has recently shifted its focus to developing cloud-based solutions to deliver informative content and improve operating efficiencies. The Company’s long-term strategy has been transformed accordingly, and MassRoots believes this shift could be accreditive to shareholder value. Additionally, we plan to monetize our existing social media accounts such as YouTube Channel, which has 273,000 subscribers, through product placements and sponsorships. Management believes that our YouTube Channel has a large and diverse following while our Instagram account is followed by 378,000 users.

Our Strategy

Our primary business objective is to seek various sources of revenue generation. Currently, we are considering various strategies to achieve such objective including acquisitions, dispositions, mergers, or other business combinations with one or more unaffiliated targets. The management of the Company believes that such approach may be especially relevant in the current state of the marketplace and continues to explore strategic opportunities that would further the business of the Company. A recently executed letter of intent with Empire Services, Inc. (“Empire”) to acquire the entirety of issued and outstanding equity of Empire is the primary focus of the management of the Company at the moment. The Company has elected not to proceed with the earlier announced Herbfluence, Inc. letter of intent. Further, the Company is currently taking affirmative steps to effect the non-binding provisions of the letter of intent with Empire in the absence of definitive agreement, which is considered the best course of action by the management of the Company.

COVID-19 Pandemic

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Quarterly Report on Form 10-Q, the Company has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital.

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2021.

For the Three Months Ended March 31, 2021 and 2020

	For the three months ended
	March 31, 2021			March 31, 2020			$ Change			% Change
Revenue	$	1,527		$	-		$	1,527			-
Operating Expenses		303,275			211,328			91,947			43.51	%
Loss from Operations		(301,748	)		(211,328	)		(90,420	)		42.79	%
Other Income (Expense)		(25,753,349	)		(31,741,568	)		5,988,219			(18.87	)%
Net Income (Loss) Available to Common Stockholders	$	(47,193,938	)	$	(126,955,829	)	$	79,761,891			(62.83	)%

Revenues

For the three months ended March 31, 2021 and 2020, we generated revenues of $1,527 and $0, respectively, an increase of $1,527 primarily due to the relaunch of product placements on the Company’s YouTube and social media channels.

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Operating Expenses

For the three months ended March 31, 2021 and 2020, our operating expenses were $303,275 and $211,328, respectively, an increase of $91,947. This increase was attributable to an increase in advertising expenses from $0 for the three months ended March 31, 2020 to $18,553 for the same period in 2021, an increase of $18,553. There was a decrease in payroll and related expenses of $3,203 due to reduction in the number of employees, as payroll and related expenses decreased to $79,533 for the three months ended March 31, 2021 from $82,736 for same period in 2020. Other general and administrative expenses increased by $76,300 from $128,592 for the three months ended March 31, 2020, to $204,892 for the three months ended March 31, 2021. This increase was attributable to higher travel and legal costs for the three months ended March 31, 2021 as compared to the same period in 2020. 

Loss from Operations

During the three months ended March 31, 2021, we incurred losses of $301,748 from operations, as compared to losses of $211,328 during the same period in 2020, a difference of $90,420, for the reasons stated above.

Other Income (Expense)

For the three months ended March 31, 2021 and 2020, the Company recorded interest expense of $570,148 and $941,649, respectively, primarily related to Company’s convertible notes. The Company recorded a $880 loss and $2,114 gain on the conversion of convertible notes payable for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, the Company recorded a $353,393 and a $327,062 gain, respectively, on the change in fair value of derivative liabilities. For the three months ended March 31, 2021 and 2020, the Company recorded $29,453,448 and $31,129,095 loss, respectively, of changes in the fair value of the derivative liability for the authorized shares shortfall. The Company recorded a $3,917,734 gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable during the three months ended March 31, 2021, as compared to $0 during the same period in 2020.

Net Income (Loss) Available to Common Stockholders

For the three months ended March 31, 2021, we had net losses available to common stockholders of $47,193,938 as compared to a net loss of $126,955,829 for the same period in 2020, a difference of $79,761,891 for the reasons discussed above.

Liquidity and Capital Resources

Net cash used in operations for the three months ended March 30, 2021 and 2020 was $225,541 and $109,352, respectively. This $116,189 increase was primarily caused by a decrease in accounts payable and prepaid expenses. Net cash used in operations for the three months ended March 31, 2020 was primarily based on the loss for the nine months ended March 31, 2020, partially offset by the increases in accounts payable and accrued payroll. 

Net cash provided by financing activities for the three months ended March 31, 2021 and 2020 was $224,260 and $109,082, respectively. During the three months ended March 31, 2021, these funds were derived mainly from proceeds related to the issuance of preferred shares and non-convertible notes. During the three months ended March 31, 2020, net cash provided by financing activities was derived from the issuance of convertible notes, offset by repayment of non-convertible notes.

Capital Resources

As of March 31, 2021, the Company had cash of $204 and working capital deficit (current liabilities in excess of current assets) of $63,249,469. During the three months ended March 31, 2021, the net loss available to common stockholders was $47,193,938 and net cash used in operating activities was $225,541. These conditions raise substantial doubt about our ability to continue as a going concern for one year from the issuance of the condensed consolidated financial statements. Our primary source of operating funds since inception has been cash proceeds from the public and private placements of our securities, including debt securities, and proceeds from the exercise of warrants and options. We have experienced net losses and negative cash flows from operations since inception and expect these conditions to continue for the foreseeable future. For the foreseeable future, our ability to continue our operations is dependent upon our ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy and we may be forced to curtail or cease operations.

Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new and current investors to alleviate our working capital deficiency; and 2) implement a plan to generate revenues. Our continued existence is dependent upon our ability to translate our audience into revenues. However, the outcome of our plans cannot be determined with any degree of certainty.

Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty such as the final settlement amounts of our notes payable and accrued interest.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements.

22

Contractual Obligations

Our contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “smaller reporting company” we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15-d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures,” as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon such evaluation, the Company’s CEO (the principal executive officer) and CFO (the principal financial officer) concluded that the Company’s disclosure controls and procedures as of March 31, 2021 were not effective.

Due to identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report. Specifically, the Company’s controls and procedures were ineffective because the Company did not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in the Company’s closing process not identifying all required adjustments and disclosures in a timely fashion. The Company expects that it will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s disclosure controls and procedures that could result in material misstatements in the Company’s financial statements not being prevented or detected.

To address the material weaknesses, the Company performed additional analysis and other procedures in an effort to ensure its financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States. Accordingly, management believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

The Company’s principal executive officer and principal financial officer do not expect that the Company’s disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

23

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Power Up Lending Group, Ltd. Complaint

As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

On April 30, 2021, the “Company” entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 (the “Settlement Amount”) on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

Sheppard Mullin’s Demand for Arbitration

On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin. Sheppard Mullin seeks to collect the entirety of the amount owed by the Company in accordance with said engagement agreement.

Rother Investments’ Petition

On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $124,750.00 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. On May 19, 2021, Rother Investments, LLC was granted a default judgment against the Company in the amount of $144,950. On June 17, 2021, MassRoots filed a motion to set aside default and motion for new trial asserting it was improperly served.

Trawick’s Complaint

As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note.

On May 4, 2021, Trawick requested that the Clerk of the Court files for entry an order to dismiss Trawick’s Lawsuit with prejudice.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” we are not required to provide the information required by this Item 1A. Please see the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on April 16, 2021.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have enough authorized and unissued common shares to convert all of the convertible promissory notes into common shares. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability The Company has recorded the full value of the principal, default penalties, and interest as current liabilities, as fully described in “Note 9 - Convertible Notes Payable” in the Company’s notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. The amount of principal in default pursuant to the convertible notes is $3,134,459 as of March 31, 2021.

24

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(b) Exhibit Index

No.	Description
3.1	Second Amended and Restated Certificate of Incorporation of MassRoots, Inc. (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 19, 2018)
3.2	Bylaws of the Company (Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on June 13, 2014)
3.3	State of Delaware Certificate of Merger of Domestic Corporation Into Domestic Corporation, for MassRoots Compliance Technology, Inc. and Odava Inc., effective as of July 13, 2017 (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017)
3.4	Certificate of Designations, Preferences and Rights of the Series A Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)
3.5	Certificate of Designations, Preferences and Rights of the Series B Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2019)
3.6	Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 22, 2019)
3.7	Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on July 16, 2020)
3.8	Certificate of Designations, Preferences and Rights of the Series X Convertible Preferred Stock. (Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 18, 2020)
3.9	Certificate of Designations, Preferences and Rights of the Series Y Preferred Stock (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 16, 2021)
10.1	Form of Series X Securities Purchase Agreement (Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 18, 2020)
10.2	Form of Securities Exchange Agreement (Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 16, 2021)
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.DEF*	XBRL Taxonomy Definition Linkbase
101.LAB*	XBRL Taxonomy Label Linkbase
101.PRE*	XBRL Taxonomy Presentation Linkbase

* Filed herewith.

25

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.

	MASSROOTS, INC.
Date: June 25, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich, Chief Executive Officer (Principal Executive Officer)
Date: June 25, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich, Chief Financial Officer (Principal Financial and Accounting Officer)

26

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Isaac Dietrich, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MassRoots, 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (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 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 registrant’s board of directors (or persons performing the equivalent function):

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.

Dated: June 25, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Executive Officer  (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Isaac Dietrich, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MassRoots, 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (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 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 registrant’s board of directors (or persons performing the equivalent function):

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.

Dated: June 25, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Financial Officer  (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Isaac Dietrich, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of MassRoots, Inc. for the quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of MassRoots, Inc.

Dated: June 25, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Isaac Dietrich, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of MassRoots, Inc. for the quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of MassRoots, Inc.

Dated: June 25, 2021	By:	/s/ Isaac Dietrich
		Isaac Dietrich
		Chief Financial Officer (Principal Financial Officer)

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Jun. 18, 2021
Document Information Line Items
Entity Registrant Name	MassRoots, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		499,871,337
Amendment Flag	false
Entity Central Index Key	0001589149
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Entity File Number	000-55431
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 204	$ 1,485
Prepaid expenses	47,132	97,132
Total current assets	47,336	98,617
Total assets	47,336	98,617
Current liabilities:
Accounts payable and accrued expenses	5,408,678	4,948,890
Accrued payroll and related expenses	3,923,417	3,864,055
Advances	87,800	88,187
Non-convertible notes payable, current portion	184,167	159,520
Derivative liabilities	50,558,285	25,475,514
Convertible notes payable	3,134,458	3,186,303
Total current liabilities	63,296,805	37,722,469
Non-convertible notes payable	60,000	60,000
PPP note payable	50,000	50,000
Total liabilities	63,406,805	37,832,469
Commitments and contingencies (See Note 8)
Stockholders' deficit:
Preferred stock value
Common stock, $0.001par value, 500,000,000 shares authorized; 498,174,656 and 493,726,405 shares issued and outstanding, respectively	498,175	493,727
Common stock to be issued, 907,379,814 shares	907,380	907,380
Additional paid in capital	286,859,096	283,024,527
Discount on preferred stock	(3,244,472)	(20,973,776)
Accumulated deficit	(348,379,650)	(301,185,712)
Total stockholders' deficit	(63,359,469)	(37,733,852)
Total liabilities and stockholders' deficit	47,336	98,617
Series X Preferred Stock
Stockholders' deficit:
Preferred stock value
Series Y Preferred Stock
Stockholders' deficit:
Preferred stock value	1	1
Total stockholders' deficit	1	1
Series C Preferred Stock
Stockholders' deficit:
Preferred stock value	1	1
Total stockholders' deficit	1	1
Series A Preferred Stock
Stockholders' deficit:
Preferred stock value
Series B Preferred Stock
Stockholders' deficit:
Preferred stock value

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock shares issued	498,174,656	493,726,405
Common stock shares outstanding	498,174,656	493,726,405
Common stock, shares issued	907,379,814	907,379,814
Preferred Stock Series X [Member]
Preferred stock shares authorized	100	100
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock stated value (in Dollars)	$ 20,000	$ 20,000
Preferred stock shares issued	26.05	16.05
Preferred stock shares outstanding	26.05	16.05
Series Y Preferred Stock
Preferred stock shares authorized	1,000	1,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock stated value (in Dollars)	$ 20,000	$ 20,000
Preferred stock shares issued	659.605674	654.781794
Preferred stock shares outstanding	659.605674	626.995464
Preferred stock shares to be issued	0	27.78633
Series C Preferred Stock
Preferred stock shares authorized	1,000	1,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock shares issued	1,000	1,000
Preferred stock shares outstanding	1,000	1,000
Series A Preferred Stock
Preferred stock shares authorized	6,000	6,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series B Preferred Stock
Preferred stock shares authorized	2,000	2,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 1,527
Operating Expenses:
Cost of revenues	297
Advertising	18,553
Payroll and related expense	79,533	$ 82,736
Other general and administrative expenses	204,892	128,592
Total Operating Expenses	303,275	211,328
Loss From Operations	(301,748)	(211,328)
Other Income (Expense):
Interest expense	(570,148)	(941,649)
Change in derivative liability for authorized shares shortfall	(29,453,448)	(31,129,095)
Change in fair value of derivative liabilities	353,393	327,062
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable	3,917,734
Gain (loss) on conversion of convertible notes	(880)	2,114
Total Other Income (Expense)	(25,753,349)	(31,741,568)
Net Loss Before Income Taxes	(26,055,097)	(31,952,896)
Provision for Income Taxes (Benefit)
Net Loss	(26,055,097)	(31,952,896)
Deemed dividend resulting from amortization of preferred stock discount	(21,138,841)
Deemed dividend from warrant price protection		(95,002,933)
Net Loss Available to Common Stockholders	$ (47,193,938)	$ (126,955,829)
Net loss per common share - basic and diluted (in Dollars per share)	$ (0.03)	$ (0.09)
Weighted average common shares outstanding - basic and diluted (in Shares)	1,404,565,970	1,368,486,089

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Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock Series X	Preferred Stock Series Y	Preferred StockPreferred Stock Series C	Common Stock	Common Stock to be Issued	Additional Paid In Capital	Discount on Preferred Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2019			$ 1	$ 384,267	$ 944,660	$ 151,364,371		$ (189,562,225)	$ (36,868,926)
Balance (in Shares) at Dec. 31, 2019			1,000	384,266,948	944,659,814
Issuance of common shares previously to be issued				$ 37,160	$ (37,160)
Issuance of common shares previously to be issued (in Shares)				37,160,000	(37,160,000)
Common shares issued upon conversion of convertible notes and accrued interest				$ 53,619		266,511			320,130
Common shares issued upon conversion of convertible notes and accrued interest (in Shares)				53,618,457
Common shares contributed back to the Company and promptly retired				$ (69)		69
Common shares contributed back to the Company and promptly retired (in Shares)				(69,000)
Deemed dividend related to warrant price protection						95,002,933		(95,002,933)
Net loss								(31,952,896)	(31,952,896)
Balance at Mar. 31, 2020			$ 1	$ 474,977	$ 907,500	246,633,884		(316,518,054)	(68,501,692)
Balance (in Shares) at Mar. 31, 2020			1,000	474,976,405	907,499,814
Balance at Dec. 31, 2020		$ 1	$ 1	$ 493,727	$ 907,380	283,024,527	$ (20,973,776)	(301,185,712)	(37,733,852)
Balance (in Shares) at Dec. 31, 2020	16.05	654.781794	1,000	493,726,405	907,379,814
Common shares issued upon conversion of convertible notes				$ 4,448		128,554			133,002
Common shares issued upon conversion of convertible notes (in Shares)				4,448,251
Sale of Series X preferred shares						200,000			200,000
Sale of Series X preferred shares (in Shares)	10.00
BCF recognized upon issuance of Series X preferred shares						2,852,500	(2,852,500)
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants						96,478			96,478
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants (in Shares)		4.823880
BCF recognized upon issuance of Series Y preferred shares						557,037	(557,037)
BCF recognized upon issuance of Series Y preferred shares (in Shares)
Deemed dividend resulting from amortization of preferred stock discount							21,138,841	(21,138,841)
Net loss								(26,055,097)	(26,055,097)
Balance at Mar. 31, 2021		$ 1	$ 1	$ 498,175	$ 907,380	$ 286,859,096	$ (3,244,472)	$ (348,379,650)	$ (63,359,469)
Balance (in Shares) at Mar. 31, 2021	26.05	659.605674	1,000	498,174,656	907,379,814

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (26,055,097)	$ (31,952,896)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	(353,393)	(327,062)
Change in derivative liability for authorized shares shortfall	29,453,448	31,129,095
Interest and amortization of debt discount	570,148	941,649
(Gain) loss on conversion of convertible notes payable	880	(2,114)
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable	(3,917,734)
Changes in operating assets and liabilities:
Prepaid expenses	50,000	1,975
Accounts payable and accrued expenses	(33,155)	50,987
Accrued payroll and related expenses	59,362	49,014
Net cash used in operating activities	(225,541)	(109,352)
Cash flows from financing activities:
Bank overdrafts		(1,168)
Proceeds from sale of Series X preferred shares	200,000
Proceeds from issuance of convertible notes payable		132,000
Proceeds from issuance of non-convertible notes payable	24,647
Repayment of non-convertible notes payable		(21,750)
Proceeds from advances	2,998
Repayments of advances	(3,385)
Net cash provided by financing activities	224,260	109,082
Net decrease in cash	(1,281)	(270)
Cash, beginning of period	1,485	1,120
Cash, end of period	204	850
Supplemental disclosures of cash flow information:
Cash paid during period for interest
Cash paid during period for taxes
Supplemental disclosure of non-cash investing and financing activities:
Amortization of discount on preferred stock	21,138,841
Common stock issued upon conversion of convertible notes and accrued interest	133,002	320,130
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants	96,478
Issuance of common shares previously to be issued		37,160
Common shares contributed back to the Company and promptly retired		69
Deemed dividend related to warrant price protection		95,002,933
Derivative liability recognized as debt discount on newly issued convertible notes		$ 103,255

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Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Overview

MassRoots, Inc. (“MassRoots” or the “Company”) is a technology company focused on developing cloud-based solutions to deliver informative content and improve operating efficiencies. The Company was incorporated in the State of Delaware on April 26, 2013.

Our unaudited condensed consolidated financial statements include the accounts of DDDigtal, Inc., Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies, Inc., our wholly-owned subsidiaries.

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three months ended March 31, 2021 and 2020, its cash flows for the three months ended March 31, 2021 and 2020, and its financial position as of March 31, 2020 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on April 16, 2021 (the “Annual Report”). The December 31, 2020 balance sheet is derived from those statements.

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Going Concern and Management’s Liquidity Plans

3 Months Ended

Mar. 31, 2021

Going Concern and Management's Liquidity Plans [Abstract]

Going Concern and Management’s Liquidity Plans

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of March 31, 2021, the Company had cash of $204 and a working capital deficit (current liabilities in excess of current assets) of $63,249,469. During the three months ended March 31, 2021, the net loss available to common stockholders was $47,193,938 and net cash used in operating activities was $225,541. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements.

During the three months ended March 31, 2021, the Company received proceeds of $200,000 and $24,647 from the issuance of preferred stock and non-convertible notes, respectively. The Company does not have sufficient cash to fund operations for the next fiscal year.

The Company’s primary source of operating funds since inception has been cash proceeds from the public and private placements of the Company’s securities, including debt and equity securities, and proceeds from the exercise of warrants and options. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations.

Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency; and 2) implement a plan to increase revenues. The Company’s continued existence is dependent upon its ability to translate its audience into revenues. However, the outcome of management’s plans cannot be determined with any degree of certainty. 

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the unaudited condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Quarterly Report on Form 10-Q, the Company has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital. 

Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2021.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Cash

For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At March 31, 2021 and December 31, 2020, the uninsured balances amounted to $0.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings.

Accounts Receivable and Allowance for Doubtful Accounts 

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

Revenue Recognition

Revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

In accordance with ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following:

(i)	Identify the contract(s) with a customer;
(ii)	Identify the performance obligation in the contract;
(iii)	Determine the transaction price;
(iv)	Allocate the transaction price to the performance obligations in the contract; and
(v)	Recognize revenue when (or as) the Company satisfies a performance obligation.

The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company recognizes revenue pro rata over the contract term and any unearned revenue is deferred to future periods. 

Based on the nature of the Company’s revenue streams, revenues generally do not require significant estimates or judgments. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $18,553 and $0 for the three months ended March 31, 2021 and 2020, respectively.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

Income Taxes

The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Convertible Instruments

U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.”

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using the effective interest method.

Beneficial Conversion Features and Deemed Dividends

The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock.

The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.

Derivative Financial Instruments

The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of March 31, 2021 and December 31, 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock.

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

Indefinite Lived Intangibles and Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Net Loss Per Common Share

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of diluted earnings (loss) per share excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	March 31,		March 31,
	2021		2020
Common shares issuable upon conversion of convertible notes		480,455,058		21,729,616,410
Options to purchase common shares		27,621,765		27,621,765
Warrants to purchase common shares		2,389,387,578		17,161,927,276
Common shares issuable upon conversion of preferred stock		6,857,556,740		-
Total potentially dilutive shares		9,755,021,141		38,919,165,451

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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Property and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2021 and December 31, 2020 is summarized as follows:

	March 31, 2021			December 31, 2020
Computers	$	6,366		$	6,366
Office equipment		17,621			17,621
Subtotal		23,987			23,987
Less accumulated depreciation		(23,987	)		(23,987	)
Property and equipment, net	$	-		$	-

Depreciation expense for the three months ended March 31, 2021 and 2020 was $0.

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Advances, Non-Convertible Notes Payable and PPP Note Payable

3 Months Ended

Mar. 31, 2021

Advances And Nonconvertible Notes Payable Disclosure Textblock [Abstract]

ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE

NOTE 5 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE

During the three months ended March 31, 2021 and 2020, the Company received aggregate proceeds from non-interest bearing advances of $2,998 and $0 and repaid an aggregate of $3,385 and $0, respectively, of advances. Included in the three months ended March 31, 2021 were $198 of advances from and $3,385 of repayments to the Company’s Chief Executive Officer (See Note 14). The remaining advances are primarily for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2017 and 2018. As of March 31, 2021 and December 31, 2020, the Company owed $87,800 and $88,187 in principal, respectively, and $0 in accrued interest on advances.

During the three months ended March 31, 2021 and 2020, the Company received proceeds from the issuance of non-convertible notes of $24,647 and $0 and repaid an aggregate of $0 and $21,750, respectively, of non-convertible notes. The non-convertible notes have maturity dates ranging from March 18, 2019 to June 26, 2022 and accrue interest at rates ranging from 0% to 35% (default interest rate) per annum. As of March 31, 2021 and December 31, 2020, the Company owed $244,167 and $219,520 in principal (of which $60,000 and $60,000 is long-term) and $326,488 and $251,612 in accrued interest, respectively, on non-convertible notes (See Note 15).

On May 4, 2020, the Company received proceeds of $50,000 from a PPP note. The note has a maturity date of May 4, 2022 and bears 1% interest per annum. As of March 31, 2021 and December 31, 2020, the Company owed $50,000 in principal and $453 and $330, respectively, in accrued interest on this note.

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Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of March 31, 2021 and December 31, 2020, the Company owed accounts payable and accrued expenses of $5,408,678 and $4,948,890, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

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Accrued Payroll and Related Expenses

3 Months Ended

Mar. 31, 2021

Accrued Payroll And Related Expenses Disclosure [Abstract]

ACCRUED PAYROLL AND RELATED EXPENSES

NOTE 7 – ACCRUED PAYROLL AND RELATED EXPENSES

The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, and 2020. As of March 31, 2021 and December 31, 2020, the Company owed payroll tax liabilities, including penalties, of $3,923,417 and $3,864,055, respectively, to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. The Company expects to settle these liabilities during 2021.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. 

Power Up Lending Group, Ltd. Complaint

As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof.

On April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 (the “Settlement Amount”) on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

Sheppard Mullin’s Demand for Arbitration

On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin. Sheppard Mullin seeks to collect the entirety of the amount owed by the Company in accordance with said engagement agreement.

Rother Investments’ Petition

On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $124,750.00 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950. On June 17, 2021, MassRoots filed a motion to set aside default and motion for new trial asserting it was improperly served.

Trawick’s Complaint

As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note.

On May 4, 2021, Trawick requested that the Clerk of the Court files for entry an order to dismiss Trawick’s Lawsuit with prejudice.

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Convertible Notes Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On December 17, 2018, the Company issued a secured convertible promissory note in the principal amount of $2,225,000 (including an original issuance discount of $225,000) that matured on December 17, 2019 and bears interest at a rate of 8% per annum (which increased to 22% on July 16, 2019 upon the occurrence of an event of default). The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%.

In connection with the December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on the closing date pursuant to which the Company granted the investor a security interest in the Collateral (as defined in the Security Agreement). On July 16, 2019, the Company received a notice from the noteholder indicating that events of default had occurred and asserting default penalties of $761,330. During the year ended December 31, 2019, the noteholder converted $345,000 of principal into an aggregate of 53,522,295 shares of common stock. During the year ended December 31, 2020, (i) the noteholder converted $37,000 of principal into an aggregate of 31,109,551 shares of common stock; and (ii) $1,049,329 of accrued interest was reclassified to the principal balance of this note. On January 20, 2021, the noteholder converted $13,345 of principal into an aggregate of 4,448,251 shares of common stock, having a fair value of $133,002, resulting in a reduction of the derivative liability by $118,778 and a loss on conversion of $880. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $2,878,985 and $2,892,330, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $1,239,145 and $1,073,809, respectively, was outstanding on the note.

On January 25, 2019, the Company issued a convertible promissory note in the principal amount of $55,000 (including original issuance discount of $5,000) that matured July 25, 2019 and bearing a one-time interest fee of 10%. The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $55,000. As of March 31, 2021 and December 31, 2020, accrued interest payable of $101,600 and $92,600, respectively, was outstanding on the note.

From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $389,000 (including aggregate original issuance discount of $39,000) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates ranging from 5% to 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In January 2020, one of the promissory notes was amended whereby the conversion price for $9,202 which is a portion of the principal amount of the note was amended to $0.0004 per share. The amendment was deemed a debt modification and accounted for accordingly. During the year ended December 31, 2019, the noteholders converted $31,180 of principal and $8,000 of accrued interest into an aggregate of 10,000,000 shares of common stock. During the year ended December 31, 2020, one of the holders converted $24,826 of principal into an aggregate of 35,005,850 shares of common stock; and one of the holders converted $168,820 of principal and $362,027 of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $530,847, resulting in a reduction of the derivative liability by $719,416 and a gain on settlement of $719,416. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $164,174. As of March 31, 2021 and December 31, 2020, accrued interest payable of $1,406,114 and $1,191,998, respectively, was outstanding on the notes (See Note 15).

On November 13, 2019, the Company issued three convertible promissory notes in the aggregate principal amount of $108,900, having an aggregate original issuance discount of $9,900, resulting in cash proceeds of $99,000. The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of March 31, 2021 and December 31, 2020, the carrying value of the remaining note was $36,300. As of March 31, 2021 and December 31, 2020, accrued interest payable of $67,305 and $57,231, respectively, was outstanding on the remaining note.

On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the notes.

In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes.

From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $700,700, having an aggregate original issuance discount of $63,700, resulting in cash proceeds of $637,000. The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. On March 23, 2021, a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes.

On December 15, 2020, $79,143 of accrued compensation owed to the Company’s former Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the note.

As of March 31, 2021 and December 31, 2020, the remaining carrying value of the convertible notes was $3,134,458 and $3,186,303, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $2,814,164 and $2,483,955, respectively, was outstanding on the notes.

Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

The Company does not have enough authorized and unissued common shares to convert all of the convertible promissory notes into common shares. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability (See Note 10).

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Derivative Liabilities and Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Derivative Liabilities And Fair Value Measurements [Abstract]

DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

NOTE 10 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

Upon the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

During the three months ended March 31, 2021, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 133.69% to 138.10%, (3) risk-free interest rate of 0.02% to 0.09%, and (4) expected life of 0.06 to 1.85 years.

On March 31, 2021, the Company estimated the fair value of the embedded derivatives of $50,558,285 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 137.94%, (3) risk-free interest rate of 0.01% to 0.16%, and (4) expected life of 0.08 to 1.84 years.

During the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 119.33% to 128.94%, (3) risk-free interest rate of 0.06% to 1.56%, and (4) expected life of 0.06 to 2.11 years.

On December 31, 2020, the Company estimated the fair value of the embedded derivatives of $25,475,514 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 132.11%, (3) risk-free interest rate of 0.08% to 0.13%, and (4) expected life of 0.04 to 2.08 years.

The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

● Level 1 – Quoted prices in active markets for identical assets or liabilities.

● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed above. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

As of March 31, 2021 and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges.

Items recorded or measured at fair value on a recurring basis consisted of the following items as of March 31, 2021 and December 31, 2020:

	March 31,  2021		Quoted Prices  in Active  Markets for  Identical Assets (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable  Inputs  (Level 3)
Derivative liabilities	$	50,558,285	$	-	$	-	$	50,558,285

	December 31, 2020		Quoted Prices  in Active  Markets for  Identical Assets (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable Inputs  (Level 3)
Derivative liabilities	$	25,475,514	$	-	$	-	$	25,475,514

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2021: 

Balance, December 31, 2020	$	25,475,514
Transfers out due to conversions of convertible notes, accrued interest and warrants into common shares		(3,898,506	)
Transfers out due to conversions of convertible notes and accrued interest into common shares		(118,778	)
Change in derivative liability due to authorized shares shortfall		29,453,448
Mark to market to March 31, 2021		(353,393	)
Balance, March 31, 2021	$	50,558,285
Gain on change in derivative liabilities for the three months ended March 31, 2021	$	353,393

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

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Stockholders’ Deficit

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 11 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.

On July 2, 2019, the Company authorized the issuance of 6,000 Series A preferred stock, par value $0.001 per share. The Series A preferred stock have a $1,250 stated value and are convertible into shares of common stock at $0.05 per share, subject to certain adjustments. The Certificate of Designation for the Series A preferred stock was filed on July 9, 2019.

During the periods presented, there were 0 shares of Series A Preferred Stock outstanding.

On June 24, 2019, the Company authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.001 per share. The Series B Preferred Stock have a $1,250 stated value and are convertible into shares of common stock at $0.05 per share, subjected to certain adjustments. The Certificate of Designation for the Series B Preferred Stock was filed on July 9, 2019.

During the periods presented, there were 0 shares of Series B Preferred Stock outstanding.

On July 16, 2019, the Company authorized the issuance of 1,000 Series C Preferred Stock, par value $0.001 per share. The 1,000 Series C preferred shares are convertible into 1,000,000 shares of common stock upon the Company listing on a national exchange and other conditions. The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019.

As of March 31, 2021 and December 31, 2020, there were 1,000 shares of Series C Preferred Stock outstanding.

On November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $0.0001 per share. The Series X Preferred Stock has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020.

From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752.

From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the three months ended March 31, 2021, the Company recognized an aggregate beneficial conversion feature of $2,852,500 upon issuance of the Series X preferred shares with a $2,852,500 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $3,260,252 was recognized as a deemed dividend for the three months ended March 31, 2021. As of March 31, 2021, unamortized debt discount on Series X Preferred Stock was $0.

As of March 31, 2021 and December 31, 2020, there were 26.05 and 16.05 shares, respectively, of Series X Preferred Stock outstanding.

On December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $0.001 per share. The Series Y Preferred Stock has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020.

From December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,765,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. Included in the foregoing amounts is 3.20716 shares of Series Y Preferred Stock, having a stated value of $64,143, issued to the Company’s Chief Financial Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series Y preferred shares with a $21,594,115 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $1,028,091 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series Y Preferred Stock was $20,566,024.

From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the three months ended March 31, 2021, the Company recognized an aggregate beneficial conversion feature of $557,037 upon issuance of the Series Y preferred shares with a $557,037 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $17,878,589 was recognized as a deemed dividend for the three months ended March 31, 2021. As of March 31, 2021, unamortized debt discount on Series Y Preferred Stock was $3,244,472.

On March 17, 2021, the Company issued 27.78633 shares of Series Y Preferred Stock that were recorded as to be issued as of December 31, 2020.

As of March 31, 2021 and December 31, 2020, there were 659.605674 and 626.995464 shares of Series Y Preferred Stock outstanding and 0 and 27.78633 shares to be issued, respectively.

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share.

On January 8, 2020, the Company issued 37,160,000 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2019.

On March 7, 2020, a stockholder returned 69,000 shares of the Company’s common stock back to the Company. The shares were immediately retired. Accordingly, common stock was decreased by the par value of the common shares contributed of $69 with a corresponding increase in additional paid in capital.

During the year ended December 31, 2020, a warrant exercise in 2019, to purchase 120,000 common shares, was rescinded. The rescission was recorded as a decrease in common stock to be issued of $120 and a decrease in additional paid-in capital of $5,880 with a corresponding increase in accounts payable and accrued expenses of $6,000.

During the year ended December 31, 2020, the Company issued an aggregate of 72,368,457 shares of its common stock, having an aggregate fair value of $370,755, upon the conversion of convertible notes with a principal amount of $92,964 and accrued interest of $128, which resulted in the reduction of $278,545 of derivative liabilities and an aggregate net gain on conversion of convertible notes of $882. Accordingly, common stock was increased by the par value of the common shares issued of $72,369 and additional paid in capital was increased by $298,386.

On January 20, 2021, the Company issued 4,448,251 shares of its common stock, having a fair value of $133,002, upon the conversion of convertible notes with a principal amount of $13,345, which resulted in the reduction of $118,778 of derivative liabilities and a loss on conversion of $880.

As of March 31, 2021 and December 31, 2020, there were 498,174,656 and 493,726,405 shares, respectively, of common stock issued and outstanding.

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Warrants

3 Months Ended

Mar. 31, 2021

Warrants [Abstract]

WARRANTS

NOTE 12 – WARRANTS

From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734.

A summary of the Company’s warrant activity during the three months ended March 31, 2021, is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2020		2,521,077,555		$	0.00109		2.04	$	14,804,944
Grants		-			-
Exercised		-			-
Expired/Canceled		(131,689,977	)		0.00232
Outstanding at March 31, 2021		2,389,387,578		$	0.00102		1.80	$	46,610,027
Exercisable at March 31, 2021		2,389,387,578		$	0.00102		1.80	$	46,610,027

Exercise Price	Warrants Outstanding		Weighted Avg. Remaining Life		Warrants Exercisable
$0.0001 – 0.25		2,389,262,578		1.80		2,389,262,578
0.26 – 0.50		125,000		1.75		125,000
		2,389,387,578		1.80		2,389,387,578

The aggregate intrinsic value of outstanding stock warrants was $46,610,027, based on warrants with an exercise price less than the Company’s stock price of $0.020 as of March 31, 2021, which would have been received by the warrant holders had those holders exercised the warrants as of that date.

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Stock Options

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK OPTIONS

NOTE 13 – STOCK OPTIONS

Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”) and our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”, and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of September 30, 2020, the Company had granted an aggregate of 64,310,000 securities under the Plans, with 190,000 shares available for future issuances.

The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.

A summary of the Company’s stock option activity during the three months ended March 31, 2021, is presented below:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2020		27,621,765	$	0.49		6.49	$	-
Grants		-
Exercised		-
Expired/Canceled		-
Outstanding at March 31, 2021		27,621,765	$	0.49		6.24	$	-
Exercisable at March 31, 2021		27,621,765	$	0.49		6.24	$	-

Exercise Price	Number of Options		Remaining Life In Years		Number of Options Exercisable
$0.01 – 0.25		13,306,786		7.01		13,306,786
0.26 – 0.50		1,939,631		6.01		1,939,631
0.51 – 0.75		1,820,112		5.43		1,820,112
0.76 – 1.00		9,926,072		5.46		9,926,072
1.01 – 2.00		629,164		5.36		629,164
		27,621,765		6.24		27,621,765

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $0.020 as of March 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date.

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Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 14 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2021, the Company received aggregate advances of $198 and repaid an aggregate of $3,385 to the Company’s Chief Executive Officer. The advances are non-interest bearing and due on demand. As of March 31, 2021 and December 31, 2020, the Company owed $0 and $3,187, respectively, in advances to the Company’s Chief Executive Officer (See Note 5).

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued.

On April 6, 2021, the Small Business Administration forgave the Company’s Paycheck Protection Program loan in the principal amount of $50,000 and accrued interest of $466.

On April 30, 2021, MassRoots entered into a settlement agreement with PowerUp Lending Group, Ltd. by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021, agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. On April 30, 2021, the Company satisfied and discharged its obligations with respect to the Judgment. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2020.

On May 1, 2021, the Company issued 60.91 shares of Series Y Preferred Stock, having a stated value of $1,218,200, in exchange for convertible notes payable and accrued interest of $1,251,200.

As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick filed a complaint against the Company and Isaac Dietrich, the Company’s Chief Executive Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note. On May 4, 2021, Trawick requested that the Clerk of the Court files for entry an order to dismiss Trawick’s Lawsuit with prejudice. On June 2, 2021, MassRoots and a debtholder entered into an agreement to cancel their outstanding principal and accrued interest of a non-convertible promissory note.

On May 5, 2021, we entered into a letter of intent to purchase Empire Services, Inc.

On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950. On June 17, 2021, MassRoots filed a motion to set aside default and motion for new trial asserting it was improperly served.

On May 24, 2021, MassRoots, Inc., a Delaware corporation filed with the Secretary of State of the State of Delaware amendments to its Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021 (“Series X Certificate of Designations”) and Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020 (“Series Y Certificate of Designations”) respectively. The amendments, which were effective upon filing, changed the conversion rights of the holders of shares of convertible preferred stock to allow the Company to extend the time period before conversion of Series X and Y Convertible Preferred Stock up until November 30, 2022, subject to certain conditions including the increase of the Company’s authorized shares of common stock to 1,200,000,000 and closing of a definitive agreement with Empire Services, Inc. (“Empire”) to acquire the entirety of issued and outstanding equity of Empire. Further, under the terms of Series X Certificate and Series Y Certificate, as amended, the Company is required to exercise its redemption option and use 10% of aggregate proceeds from capital raises amounting to $10 million to redeem its outstanding preferred shares (10% for Series X Preferred Stock and 10% for Series Y Preferred Stock) and 15% (15% for Series X Preferred Stock and 15% for Series Y Preferred Stock) of the portion of such aggregate capital raises that exceeds $10 million in the event Qualified Equity Financing (as defined in Series X Amendment and Series Y Amendment) occurs. Should the Company list its common stock to a senior exchange, the Company will be required to redeem 40% of its outstanding shares of the holders of Series X Preferred Stock and Series Y Preferred Stock on a pro rata basis.

On June 1, 2021, MassRoots issued 1,006,250 shares of common stock previously recorded as to be issued.

On June 4, 2021, MassRoots entered into two cancelation agreements to cancel warrants to purchase an aggregate of 2,221,562,499 shares of common stock and retire 1,485,000 shares of common stock in exchange for cash payments totaling $26,000.

On June 4, 2021, one of the holders of a non-convertible note payable for $60,000 extended the due date of the note from June 26, 2022 to June 24, 2023.

On June 5, 2021, MassRoots issued a non-convertible promissory note in the principal amount of $301,728.68 to Empire Services, Inc. for expenses remitted on MassRoots’ behalf.

From June 7 to June 17 2021, MassRoots issued 2,175,431 shares of common stock for services rendered.

On June 7, 2021, MassRoots appointed Danny Meeks to its Board of Directors and elected Mr. Meeks as Chairman of the Board.

On December 30, 2020, MassRoots entered into a letter of intent to purchase the Herbfluence platform. On June 20, 2021, MassRoots terminated the Letter of Intent to purchase the Herbfluence Platform.

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Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Cash

Cash

For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At March 31, 2021 and December 31, 2020, the uninsured balances amounted to $0.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts 

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

Revenue Recognition

Revenue Recognition

Revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

In accordance with ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following:

(i)	Identify the contract(s) with a customer;
(ii)	Identify the performance obligation in the contract;
(iii)	Determine the transaction price;
(iv)	Allocate the transaction price to the performance obligations in the contract; and
(v)	Recognize revenue when (or as) the Company satisfies a performance obligation.

The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company recognizes revenue pro rata over the contract term and any unearned revenue is deferred to future periods. 

Based on the nature of the Company’s revenue streams, revenues generally do not require significant estimates or judgments. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

Advertising

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $18,553 and $0 for the three months ended March 31, 2021 and 2020, respectively.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

Income Taxes

Income Taxes

The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Convertible Instruments

Convertible Instruments

U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.”

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption using the effective interest method.

Beneficial Conversion Features and Deemed Dividends

Beneficial Conversion Features and Deemed Dividends

The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock.

The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.

Derivative Financial Instruments

Derivative Financial Instruments

The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of March 31, 2021 and December 31, 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock.

Long-Lived Assets

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

Indefinite Lived Intangibles and Goodwill

Indefinite Lived Intangibles and Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

Segment Reporting

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Net Earnings (Loss) Per Common Share

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of diluted earnings (loss) per share excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	March 31,		March 31,
	2021		2020
Common shares issuable upon conversion of convertible notes		480,455,058		21,729,616,410
Options to purchase common shares		27,621,765		27,621,765
Warrants to purchase common shares		2,389,387,578		17,161,927,276
Common shares issuable upon conversion of preferred stock		6,857,556,740		-
Total potentially dilutive shares		9,755,021,141		38,919,165,451

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	March 31,		March 31,
	2021		2020
Common shares issuable upon conversion of convertible notes		480,455,058		21,729,616,410
Options to purchase common shares		27,621,765		27,621,765
Warrants to purchase common shares		2,389,387,578		17,161,927,276
Common shares issuable upon conversion of preferred stock		6,857,556,740		-
Total potentially dilutive shares		9,755,021,141		38,919,165,451

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	March 31, 2021			December 31, 2020
Computers	$	6,366		$	6,366
Office equipment		17,621			17,621
Subtotal		23,987			23,987
Less accumulated depreciation		(23,987	)		(23,987	)
Property and equipment, net	$	-		$	-

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Derivative Liabilities and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Derivative Liabilities And Fair Value Measurements [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	March 31,  2021		Quoted Prices  in Active  Markets for  Identical Assets (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable  Inputs  (Level 3)
Derivative liabilities	$	50,558,285	$	-	$	-	$	50,558,285

	December 31, 2020		Quoted Prices  in Active  Markets for  Identical Assets (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable Inputs  (Level 3)
Derivative liabilities	$	25,475,514	$	-	$	-	$	25,475,514

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Balance, December 31, 2020	$	25,475,514
Transfers out due to conversions of convertible notes, accrued interest and warrants into common shares		(3,898,506	)
Transfers out due to conversions of convertible notes and accrued interest into common shares		(118,778	)
Change in derivative liability due to authorized shares shortfall		29,453,448
Mark to market to March 31, 2021		(353,393	)
Balance, March 31, 2021	$	50,558,285
Gain on change in derivative liabilities for the three months ended March 31, 2021	$	353,393

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Warrants (Tables)

3 Months Ended

Mar. 31, 2021

Warrants [Abstract]

Schedule of warrant activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2020		2,521,077,555		$	0.00109		2.04	$	14,804,944
Grants		-			-
Exercised		-			-
Expired/Canceled		(131,689,977	)		0.00232
Outstanding at March 31, 2021		2,389,387,578		$	0.00102		1.80	$	46,610,027
Exercisable at March 31, 2021		2,389,387,578		$	0.00102		1.80	$	46,610,027

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Exercise Price	Warrants Outstanding		Weighted Avg. Remaining Life		Warrants Exercisable
$0.0001 – 0.25		2,389,262,578		1.80		2,389,262,578
0.26 – 0.50		125,000		1.75		125,000
		2,389,387,578		1.80		2,389,387,578

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Stock Options (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Option, Activity [Table Text Block]

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2020		27,621,765	$	0.49		6.49	$	-
Grants		-
Exercised		-
Expired/Canceled		-
Outstanding at March 31, 2021		27,621,765	$	0.49		6.24	$	-
Exercisable at March 31, 2021		27,621,765	$	0.49		6.24	$	-

Schedule of stock options outstanding and exercisable

Exercise Price	Number of Options		Remaining Life In Years		Number of Options Exercisable
$0.01 – 0.25		13,306,786		7.01		13,306,786
0.26 – 0.50		1,939,631		6.01		1,939,631
0.51 – 0.75		1,820,112		5.43		1,820,112
0.76 – 1.00		9,926,072		5.46		9,926,072
1.01 – 2.00		629,164		5.36		629,164
		27,621,765		6.24		27,621,765

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Going Concern and Management’s Liquidity Plans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Going Concern and Management’s Liquidity Plans (Details) [Line Items]
Cash	$ 204		$ 1,485
Working capital deficit	63,249,469
Net cash in operating activities	(225,541)	$ (109,352)
Common shares contributed back to the Company and promptly retired	225,541
Issuance of non-convertible notes	200,000
Common Stock [Member]
Going Concern and Management’s Liquidity Plans (Details) [Line Items]
Net cash in operating activities	(47,193,938)
Series X Preferred Shares [Member]
Going Concern and Management’s Liquidity Plans (Details) [Line Items]
Proceeds preferred shares	$ 24,647

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federally insured	$ 250,000
Uninsured balance	0
Advertising costs	$ 18,553	$ 0
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property and equipment, useful lives	3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property and equipment, useful lives	5 years

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Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share [Abstract]
Common shares issuable upon conversion of convertible notes	480,455,058	21,729,616,410
Options to purchase common shares	27,621,765	27,621,765
Warrants to purchase common shares	2,389,387,578	17,161,927,276
Common shares issuable upon conversion of preferred stock	6,857,556,740
Total potentially dilutive shares	9,755,021,141	38,919,165,451

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Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0	$ 0

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Property and Equipment (Details) - Schedule of property and equipment - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Subtotal	$ 23,987	$ 23,987
Less accumulated depreciation	(23,987)	(23,987)
Property and equipment, net
Computers [Member]
Property, Plant and Equipment [Line Items]
Subtotal	6,366	6,366
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 17,621	$ 17,621

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Advances, Non-Convertible Notes Payable and PPP Note Payable (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	May 04, 2020	Dec. 15, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Advances, Non-Convertible Notes Payable and PPP Note Payable (Details) [Line Items]
Aggregate Proceeds from advances			$ 2,998	$ 0
Repayment of advances			3,385	0
Principal amount			87,800		$ 88,187
Accrued interest			0		0
Proceeds from issuance of non-convertible notes		$ 64,143
PPP notes payable, description	the Company received proceeds of $50,000 from a PPP note. The note has a maturity date of May 4, 2022 and bears 1% interest per annum. As of March 31, 2021 and December 31, 2020, the Company owed $50,000 in principal and $453 and $330, respectively, in accrued interest on this note.
Non-Convertible Notes [Member]
Advances, Non-Convertible Notes Payable and PPP Note Payable (Details) [Line Items]
Principal amount			244,167		219,520
Proceeds from issuance of non-convertible notes			24,647	0
Repayments of non-convertible notes			0	$ 21,750
Long term debt, principal amount			60,000		60,000
Accrued interest			$ 326,488		$ 251,612
Non-Convertible Notes [Member] | Minimum [Member]
Advances, Non-Convertible Notes Payable and PPP Note Payable (Details) [Line Items]
Non-convertible notes, maturity date			Mar. 18, 2019
Accrued interest rate			0.00%
Non-Convertible Notes [Member] | Maximum [Member]
Advances, Non-Convertible Notes Payable and PPP Note Payable (Details) [Line Items]
Non-convertible notes, maturity date			Jun. 26, 2022
Accrued interest rate			35.00%
Chief Executive Officer [Member]
Advances, Non-Convertible Notes Payable and PPP Note Payable (Details) [Line Items]
Repayment of advances			$ 3,385
Advances			$ 198

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Accounts Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	$ 5,408,678	$ 4,948,890

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Accrued Payroll and Related Expenses (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Accrued Payroll And Related Expenses Disclosure [Abstract]
Accrued payroll and related expenses	$ 3,923,417	$ 3,864,055

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Commitments and Contingencies (Details) - USD ($)		1 Months Ended
	Dec. 01, 2020	May 19, 2021	Apr. 30, 2021	Feb. 23, 2021	Oct. 28, 2020
Commitments and Contingencies (Details) [Line Items]
Total amount of consideration				$ 350,551.10
Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Total amount of consideration			$ 350,551.10
Settlement amount			$ 150,000.00
Sheppard Mullin’s [Member]
Commitments and Contingencies (Details) [Line Items]
Outstanding legal fees	$ 487,390.73
Rother Investments, LLC [Member]
Commitments and Contingencies (Details) [Line Items]
Other commitments, description					Rother Investments seeks to collect the amount of $124,750.00 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate.
Rother Investments, LLC [Member] | Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Total amount of consideration		$ 144,950
Travis Trawick [Member] | Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Other fees		$ 144,950

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Convertible Notes Payable (Details) - USD ($)		1 Months Ended								3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jan. 20, 2021	Mar. 23, 2021	Dec. 15, 2020	Jan. 31, 2020	Dec. 06, 2019	Nov. 13, 2019	Jul. 16, 2019	Jan. 25, 2019	Dec. 17, 2018	Mar. 31, 2021	Jun. 30, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Convertible Notes Payable (Details) [Line Items]
Debt interest percentage			12.00%
Description of debt conversion													the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes.	the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied.
Default penalties expenses occurred							$ 761,330
Accrued interest													$ 128	$ 300
Derivative liability										$ 50,558,285			25,475,514
Accrued interest payable										$ 2,814,164			2,483,955
Debt conversion value													$ 31,137	$ 185,500
Aggregate common stock shares (in Shares)													6,253,056	30,669,903
Preferred shares price per share (in Dollars per share)										$ 0.001			$ 0.001
Accrued interest payable										$ 67,305			$ 57,231
Ownership shares, percentage										9.99%
Debt converted into common stock shares (in Shares)														37,160,000
Accrued compensation			$ 79,143
Issuance of debt			64,143
Settlement of accounts payable			$ 15,000
Remaining carrying value										$ 3,134,458			3,186,303
Convertible Debt [Member]
Convertible Notes Payable (Details) [Line Items]
Issued upon conversion of value	$ 13,345												$ 37,000	$ 345,000
Issued upon conversion of shares (in Shares)	4,448,251												31,109,551	53,522,295
Accrued interest													$ 1,049,329
Amount of fair value	$ 133,002
Derivative liability	118,778
Debt amount of loss on conversion	$ 880
Carrying value										2,878,985			2,892,330
Accrued interest payable										$ 1,239,145			1,073,809
Secured Convertible Notes payable [Member]
Convertible Notes Payable (Details) [Line Items]
Aggregate principal amount						$ 108,900		$ 55,000	$ 2,225,000		$ 389,000
Debt discount						$ 9,900		$ 5,000	$ 225,000		$ 39,000
Debt interest percentage									8.00%
Debt increased percentage							22.00%
Description of debt conversion		a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes.			the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the notes.	The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%.		The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $55,000. As of March 31, 2021 and December 31, 2020, accrued interest payable of $101,600 and $92,600, respectively, was outstanding on the note.	The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%.		The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%.
Accrued interest													462,763
Derivative liability													1,885,194
Notes mature date								Jul. 25, 2019
Interest percentage								10.00%
Debt conversion value				$ 9,202									700,700
Price per share (in Dollars per share)				$ 0.0004
Stated Value													1,163,463
Gain on settlemet													1,812,557
Net proceeds received amount						$ 99,000
Notes maturity, Description						The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum.
Debt discount reduction value													72,637
Secured Convertible Notes payable [Member] | Minimum [Member]
Convertible Notes Payable (Details) [Line Items]
Debt interest percentage											5.00%
Secured Convertible Notes payable [Member] | Maximum [Member]
Convertible Notes Payable (Details) [Line Items]
Debt interest percentage											12.00%
Secured Convertible Notes payable [Member] | Convertible Debt [Member]
Convertible Notes Payable (Details) [Line Items]
Aggregate principal amount												$ 700,700
Debt discount												$ 63,700
Description of debt conversion												During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%.
Net proceeds received amount												$ 637,000
Notes maturity, Description												The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum.
Holders [Member] | Secured Convertible Notes payable [Member]
Convertible Notes Payable (Details) [Line Items]
Description of debt conversion										The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of March 31, 2021 and December 31, 2020, the remaining carrying value of the note was $0. As of March 31, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the note.
Accrued interest													362,027	$ 8,000
Derivative liability													719,416
Carrying value										$ 164,174			164,174
Accrued interest payable										$ 1,406,114			1,191,998
Debt conversion value													$ 24,826	$ 31,180
Aggregate common stock shares (in Shares)													35,005,850	10,000,000
Converted of principal													$ 168,820
Gain on settlemet													$ 719,416
Stockholders One [Member] | Secured Convertible Notes payable [Member]
Convertible Notes Payable (Details) [Line Items]
Issued upon conversion of shares (in Shares)										36,300			36,300
Accrued interest													$ 112,671
Derivative liability													301,257
Debt conversion value													72,600
Gain on settlemet													$ 301,257
Series Y Preferred Shares [Member] | Secured Convertible Notes payable [Member]
Convertible Notes Payable (Details) [Line Items]
Preferred shares price per share (in Dollars per share)													$ 58.17315
Series Y Preferred Shares [Member] | Holders [Member] | Secured Convertible Notes payable [Member]
Convertible Notes Payable (Details) [Line Items]
Preferred shares price per share (in Dollars per share)													$ 26.54237
Stated Value													$ 530,847
Series Y Preferred Shares [Member] | Stockholders One [Member] | Secured Convertible Notes payable [Member]
Convertible Notes Payable (Details) [Line Items]
Preferred shares price per share (in Dollars per share)													$ 9.26353
Stated Value													$ 185,271

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Derivative Liabilities and Fair Value Measurements (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
At the Date of Inception [Member]
Derivative Liabilities and Fair Value Measurements (Details) [Line Items]
Fair value assumptions dividend yield	0.00%	0.00%
Black-Scholes Pricing Model [Member]
Derivative Liabilities and Fair Value Measurements (Details) [Line Items]
Fair value assumptions dividend yield	0.00%	0.00%
Fair value assumptions expected volatility	137.94%	132.11%
Estimated fair value of embedded derivatives (in Dollars)	$ 50,558,285	$ 25,475,514
Minimum [Member] | At the Date of Inception [Member]
Derivative Liabilities and Fair Value Measurements (Details) [Line Items]
Fair value assumptions expected volatility	133.69%	119.33%
Fair value assumptions weighted average risk-free interest rate	0.02%	0.06%
Fair value assumptions expected life	21 days	21 days
Minimum [Member] | Black-Scholes Pricing Model [Member]
Derivative Liabilities and Fair Value Measurements (Details) [Line Items]
Fair value assumptions weighted average risk-free interest rate	0.01%	0.08%
Fair value assumptions expected life	29 days	14 days
Maximum [Member] | At the Date of Inception [Member]
Derivative Liabilities and Fair Value Measurements (Details) [Line Items]
Fair value assumptions expected volatility	138.10%	128.94%
Fair value assumptions weighted average risk-free interest rate	0.09%	1.56%
Fair value assumptions expected life	1 year 310 days	2 years 40 days
Maximum [Member] | Black-Scholes Pricing Model [Member]
Derivative Liabilities and Fair Value Measurements (Details) [Line Items]
Fair value assumptions weighted average risk-free interest rate	0.16%	0.13%
Fair value assumptions expected life	1 year 306 days	2 years 29 days

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Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items]
Derivative liabilities	$ 50,558,285	$ 25,475,514
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items]
Derivative liabilities
Significant Other Observable Inputs (Level 2) [Member]
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items]
Derivative liabilities
Significant Unobservable Inputs (Level 3) [Member]
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items]
Derivative liabilities	$ 50,558,285	$ 25,475,514

XML

Derivative Liabilities and Fair Value Measurements (Details) - Schedule of changes in fair value of the company's level 3 financial liabilities	3 Months Ended
	Mar. 31, 2021 USD ($)
Schedule of changes in fair value of the company's level 3 financial liabilities [Abstract]
Balance, Beginning	$ 25,475,514
Transfers out due to conversions of convertible notes, accrued interest and warrants into common shares	(3,898,506)
Transfers out due to conversions of convertible notes and accrued interest into common shares	(118,778)
Change in derivative liability due to authorized shares shortfall	29,453,448
Mark to market to March 31, 2021	(353,393)
Balance, Ending	50,558,285
Gain on change in derivative liabilities for the three months ended March 31, 2021	$ 353,393

XML

Stockholders’ Deficit (Details) - USD ($)				1 Months Ended				3 Months Ended			12 Months Ended
	Dec. 30, 2020	Mar. 07, 2020	Jan. 08, 2020	Mar. 10, 2021	Jan. 20, 2021	Dec. 23, 2020	Jul. 16, 2019	Mar. 31, 2021	Mar. 23, 2021	Mar. 31, 2020	Dec. 31, 2020	Mar. 17, 2021	Nov. 23, 2020	Jul. 02, 2019	Jun. 24, 2019
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)								10,000,000			10,000,000
Blank check preferred stock, par value (in Dollars per share)								$ 0.001			$ 0.001
Net of debt discount	$ 60,971
Net gain (loss) on settlement	$ 60,971
Convertible notes and accrued interest								$ 133,002		$ 320,130
Derivative liabilities to the warrants.								$ 50,558,285			$ 25,475,514
Common stock, shares authorized (in Shares)								500,000,000			500,000,000
Accounts payable and accrued expenses								$ 5,408,678			$ 4,948,890
Common stock. shares outstanding (in Shares)								498,174,656			493,726,405
Common stock, shares issued (in Shares)								498,174,656			493,726,405
Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)								10,000,000
Blank check preferred stock, par value (in Dollars per share)								$ 0.001
Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Convertible debt principal amount											$ 92,964
Increased by convertible notes payable											882
Accrued interest											$ 128
Derivative liabilities					$ 118,778
Convertible notes					$ 13,345
Common stock, shares authorized (in Shares)								500,000,000
Common stock, par value (in Dollars per share)								$ 0.001
Aggregate of common stock issued (in Shares)			37,160,000		4,448,251						72,368,457
Stockholder returned (in Shares)		69,000
Additional paid in capital		$ 69
Warrants to purchase shares of common stock (in Shares)											120,000
Common stock to be issued											$ 120
Decreased by additional paid in capital											5,880
Accounts payable and accrued expenses											6,000
Fair value of the common shares issued											370,755
Derivative liabilities					$ 133,002						$ 278,545
Common stock description											Accordingly, common stock was increased by the par value of the common shares issued of $72,369 and additional paid in capital was increased by $298,386.
Loss on conversion					$ 880
Common stock. shares outstanding (in Shares)								493,726,405			498,174,656
Common stock, shares issued (in Shares)								493,726,405			498,174,656
Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Derivative liabilities to the warrants.									$ 1,396,283
Series A Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)								6,000			6,000
Blank check preferred stock, par value (in Dollars per share)								$ 0.001			$ 0.001
Blank check preferred stock, shares outstanding (in Shares)								0			0			0
Preferred stock, shares issued (in Shares)								0			0
Series A Preferred Stock [Member] | Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)														6,000
Blank check preferred stock, par value (in Dollars per share)														$ 0.001
Convertible shares of common stock														$ 1,250
Per share price (in Dollars per share)														$ 0.05
Series B Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)								2,000			2,000
Blank check preferred stock, par value (in Dollars per share)								$ 0.001			$ 0.001
Blank check preferred stock, shares outstanding (in Shares)								0			0				0
Preferred stock, shares issued (in Shares)								0			0
Series B Preferred Stock [Member] | Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)															2,000
Blank check preferred stock, par value (in Dollars per share)															$ 0.001
Convertible shares of common stock															$ 1,250
Per share price (in Dollars per share)															$ 0.05
Series C Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)								1,000			1,000
Blank check preferred stock, par value (in Dollars per share)								$ 0.001			$ 0.001
Blank check preferred stock, shares outstanding (in Shares)								1,000			1,000
Preferred stock, shares issued (in Shares)								1,000			1,000
Series C Preferred Stock [Member] | Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)							1,000
Blank check preferred stock, par value (in Dollars per share)							$ 0.001
Preferred shares conversion of common stock (in Shares)							1,000
National exchange and other conditions (in Shares)							1,000,000
Series X Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)													100
Blank check preferred stock, par value (in Dollars per share)													$ 0.0001
Blank check preferred stock, shares outstanding (in Shares)								26.05			16.05
Preferred stock description				From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000.		Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752. From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the three months ended March 31, 2021, the Company recognized an aggregate beneficial conversion feature of $2,852,500 upon issuance of the Series X preferred shares with a $2,852,500 increase in Discount on preferred stock and a corresponding increase in Additional paid in capital. The preferred stock discount is being amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares.
Aggregate beneficial conversion feature								$ 2,852,500
Preferred shares increase in discount								2,852,500
Deemed dividend								3,260,252
Unamortized debt discount								$ 0
Series X Preferred Stock [Member] | Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Preferred stock shares retired (in Shares)						16.05
Convertible debt principal amount						$ 321,000
Series X Preferred Stock [Member] | Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Convertible shares of common stock													$ 20,000
Per share price (in Dollars per share)													$ 0.002
Series Y Preferred Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Blank check preferred stock, shares authorized (in Shares)	1,000
Blank check preferred stock, par value (in Dollars per share)	$ 0.001
Convertible shares of common stock	$ 20,000
Per share price (in Dollars per share)	$ 0.002
Blank check preferred stock, shares outstanding (in Shares)								659.605674			626.995464
Aggregate beneficial conversion feature											$ 21,594,115
Preferred shares increase in discount								$ 557,037			21,594,115
Unamortized debt discount								3,244,472			20,566,024
Common shares issued (in Shares)	654.781794
Proceeds form issuance of preferred stock	$ 13,095,636
Increased by convertible notes payable	5,775,767
Net of debt discount	133,608
Accrued interest	$ 3,625,237								77,205
Shares of common stock underlying the warrants (in Shares)	14,765,624,721
Convertible notes and accrued interest	$ 92,934,419
Derivative liabilities	72,892,563
Net gain (loss) on settlement	$ 162,132,350								3,917,734
Foregoing amounts (in Shares)	3.20716
Shares of preferred stock for services, value	$ 64,143								$ 38,500
Convertible notes	$ 3,172
Amortization of debt discount								17,878,589			$ 1,028,091
Preferred stock, shares issued (in Shares)									4.82388			27.78633
Preferred stock, stated value									$ 96,478
Warrants (in Shares)									131,249,975
Convertible notes and accrued interest									$ 2,502,223
Aggregate beneficial conversion feature								$ 557,037
Preferred stock issued (in Shares)								0			27.78633

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Warrants (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 23, 2021	Mar. 17, 2021	Dec. 31, 2020
Warrants (Details) [Line Items]
Stated value of warrants		$ 96,478
Convertible notes payable		38,500
Warrants liabilities		131,249,975
Derivative liabilities of warrants	$ 50,558,285			$ 25,475,514
Net gain on settlement		3,917,734
Aggregate intrinsic value of outstanding stock warrants	$ 46,610,027
Stock price per share (in Dollars per share)	$ 0.020
Warrants [Member]
Warrants (Details) [Line Items]
Accrued interest		2,502,223
Derivative liabilities of warrants		$ 1,396,283
Series Y Preferred Stock [Member]
Warrants (Details) [Line Items]
Shares of series Y preferred stock (in Shares)		4.82388	27.78633
Accrued interest		$ 77,205

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Warrants (Details) - Schedule of warrant activity - Warrant [Member]	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Warrants (Details) - Schedule of warrant activity [Line Items]
Shares, Outstanding, Beginning | shares	2,521,077,555
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares	$ 0.00109
Weighted-Average Remaining Contractual Term, Outstanding, Beginning	2 years 14 days
Aggregate Intrinsic Value, Outstanding, Beginning | $	$ 14,804,944
Shares, Granted | shares
Weighted-Average Exercise Price, Granted | $ / shares
Shares, Exercised | shares
Weighted-Average Exercise Price, Exercised | $ / shares
Shares, Canceled/Exchanged | shares	(131,689,977)
Weighted-Average Exercise Price, Canceled/Exchanged | $ / shares	$ 0.00232
Shares, Outstanding, Ending | shares	2,389,387,578
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares	$ 0.00102
Weighted-Average Remaining Contractual Term, Outstanding, Ending	1 year 292 days
Aggregate Intrinsic Value, Outstanding, Ending | $	$ 46,610,027
Shares, Exercisable | shares	2,389,387,578
Weighted-Average Exercise Price, Exercisable | $ / shares	$ 0.00102
Weighted-Average Remaining Contractual Term, Exercisable	1 year 292 days
Aggregate Intrinsic Value, Exercisable | $	$ 46,610,027

XML

Warrants (Details) - Schedule of warrants outstanding and exercisable	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants Outstanding	2,389,387,578
Weighted Avg. Remaining Life	1 year 292 days
Warrants Exercisable	2,389,387,578
$0.0001 – 0.25 [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding	2,389,262,578
Weighted Avg. Remaining Life	1 year 292 days
Warrants Exercisable	2,389,262,578
$0.0001 – 0.25 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price, Minimum (in Dollars per share) | $ / shares	$ 0.0001
$0.0001 – 0.25 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price, Maximum (in Dollars per share) | $ / shares	$ 0.25
0.26 – 0.50 [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding	125,000
Weighted Avg. Remaining Life	1 year 9 months
Warrants Exercisable	125,000
0.26 – 0.50 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price, Minimum (in Dollars per share) | $ / shares	$ 0.26
0.26 – 0.50 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price, Maximum (in Dollars per share) | $ / shares	$ 0.50

XML

Stock Options (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Stock Options (Details) [Line Items]
Number of shares reserved for issuance, description	Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”) and our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”, and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of September 30, 2020, the Company had granted an aggregate of 64,310,000 securities under the Plans, with 190,000 shares available for future issuances.
Stock Options [Member]
Stock Options (Details) [Line Items]
Aggregate intrinsic value outstanding stock options | $	$ 0
Stock price | $ / shares	$ 0.020

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Stock Options (Details) - Schedule of stock option activity - Stock Options [Member]	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Stock Options (Details) - Schedule of stock option activity [Line Items]
Shares, Outstanding, Beginning	27,621,765
Weighted-Average Exercise Price, Outstanding, Beginning (in Dollars per share) | $ / shares	$ 0.49
Weighted- Average Remaining CoWeighted- Average Remaining Contractual Term, Outstanding, Beginning	6 years 178 days
Aggregate Intrinsic Value, Outstanding, Beginning (in Dollars) | $
Shares, Grants
Shares, Exercised
Shares, Forfeiture/Cancelled
Shares, Outstanding, Ending	27,621,765
Weighted-Average Exercise Price, Outstanding, Ending (in Dollars per share) | $ / shares	$ 0.49
Weighted- Average Remaining CoWeighted- Average Remaining Contractual Term, Outstanding, Ending	6 years 87 days
Aggregate Intrinsic Value, Outstanding, Ending (in Dollars) | $
Shares, Exercisable	27,621,765
Weighted-Average Exercise Price, Exercisable (in Dollars per share) | $ / shares	$ 0.49
Weighted- Average Remaining Contractual Term, Exercisable	6 years 87 days
Aggregate Intrinsic Value, Exercisable (in Dollars) | $

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Stock Options (Details) - Schedule of stock options outstanding and exercisable - Stock Options [Member] - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Options	27,621,765	27,621,765
Remaining Life In Years	6 years 87 days
Number of Options Exercisable	27,621,765
0.01 - 0.25 [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Options	13,306,786
Remaining Life In Years	7 years 3 days
Number of Options Exercisable	13,306,786
0.01 - 0.25 [Member] | Minimum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.01
0.01 - 0.25 [Member] | Maximum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.25
0.26 - 0.50 [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Options	1,939,631
Remaining Life In Years	6 years 3 days
Number of Options Exercisable	1,939,631
0.26 - 0.50 [Member] | Minimum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.26
0.26 - 0.50 [Member] | Maximum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.50
0.51 – 0.75 [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Options	1,820,112
Remaining Life In Years	5 years 156 days
Number of Options Exercisable	1,820,112
0.51 – 0.75 [Member] | Minimum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.51
0.51 – 0.75 [Member] | Maximum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.75
0.76 - 1.00 [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Options	9,926,072
Remaining Life In Years	5 years 167 days
Number of Options Exercisable	9,926,072
0.76 - 1.00 [Member] | Minimum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 0.76
0.76 - 1.00 [Member] | Maximum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 1.00
1.01 - 2.00 [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Number of Options	629,164
Remaining Life In Years	5 years 131 days
Number of Options Exercisable	629,164
1.01 - 2.00 [Member] | Minimum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 1.01
1.01 - 2.00 [Member] | Maximum [Member]
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items]
Exercise Price (in Dollars per share)	$ 2.00

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Related Party Transactions (Details) - Chief Executive Officer [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Aggregate advance amount	$ 198
Repaid aggregate amount	3,385
Owed advance amount	$ 0	$ 3,187

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Subsequent Events (Details) - USD ($)							1 Months Ended
	Jun. 17, 2021	Jun. 05, 2021	Jun. 04, 2021	May 24, 2021	May 01, 2021	Dec. 30, 2020	May 19, 2021	Apr. 30, 2021	Feb. 23, 2021	Jun. 01, 2021	Apr. 06, 2021
Subsequent Events (Details) [Line Items]
Total amount									$ 350,551.10
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Principal amount											$ 50,000
Accrued interest											$ 466
Total amount								$ 350,551.10
Settlement amount								$ 150,000.00
Common stock issued for services (in Shares)	2,175,431
Subsequent event, description				The amendments, which were effective upon filing, changed the conversion rights of the holders of shares of convertible preferred stock to allow the Company to extend the time period before conversion of Series X and Y Convertible Preferred Stock up until November 30, 2022, subject to certain conditions including the increase of the Company’s authorized shares of common stock to 1,200,000,000 and closing of a definitive agreement with Empire Services, Inc. (“Empire”) to acquire the entirety of issued and outstanding equity of Empire. Further, under the terms of Series X Certificate and Series Y Certificate, as amended, the Company is required to exercise its redemption option and use 10% of aggregate proceeds from capital raises amounting to $10 million to redeem its outstanding preferred shares (10% for Series X Preferred Stock and 10% for Series Y Preferred Stock) and 15% (15% for Series X Preferred Stock and 15% for Series Y Preferred Stock) of the portion of such aggregate capital raises that exceeds $10 million in the event Qualified Equity Financing (as defined in Series X Amendment and Series Y Amendment) occurs. Should the Company list its common stock to a senior exchange, the Company will be required to redeem 40% of its outstanding shares of the holders of Series X Preferred Stock and Series Y Preferred Stock on a pro rata basis.
Common stock, shares issued (in Shares)										1,006,250
Aggregate purchase of shares (in Shares)			2,221,562,499
Common Stock, Shares retire (in Shares)			1,485,000
Common stock in exchange for cash payments			$ 26,000
Non-convertible notes payable			$ 60,000
Non-convertible promissory debt principal amount		$ 301,728.68
Rother Investments, LLC [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Total amount							$ 144,950
Series Y Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock issued for services (in Shares)						654.781794
Series Y Preferred Stock [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Common stock issued for services (in Shares)					60.91
Preferred stock, stated value					$ 1,218,200
Convertible notes payable and accrued interest					$ 1,251,200