UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



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



For
the quarterly period ended September 30, 2018



or



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



For
the transition period from _____________ to _____________.



Commission
file number 000-53988



DSG
GLOBAL, INC.

(Exact
name of registrant as specified in its charter)



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



214
- 5455 152nd Street

Surrey,
British Columbia V3S 5A5, Canada

(Address
of principal executive offices, zip code)



(604)
575-3848

(Registrant’s
telephone number, including area code)



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



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



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



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



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



As
December 17, 2018, the issuer had 2,502,280,318 shares of common stock issued and outstanding.




















DSG
GLOBAL, INC.TABLE OF CONTENTS



|                               |                                                                                       | Page
    No.
|------------------------------ | ------------------------------------------------------------------------------------- | ------------
|PART I — FINANCIAL INFORMATION |                                                                                      
|                               |                                                                                       |             
|Item
    1.                    | Financial Statements (unaudited)                                                      | 3           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Balance Sheets                                         | 4           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Statements of Operations                               | 5           
|                               |                                                                                       |             
|                               | Interim Condensed Consolidated Statements of Cash Flows                               | 6           
|                               |                                                                                       |             
|                               | Notes to Interim Condensed Consolidated Financial Statements                          | 7           
|                               |                                                                                       |             
|Item
    2.                    | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24          
|                               |                                                                                       |             
|Item
    3.                    | Quantitative and Qualitative Disclosures About Market Risk                            | 36          
|                               |                                                                                       |             
|Item
    4.                    | Controls and Procedures                                                               | 37          
|                               |                                                                                       |             
|PART II — OTHER INFORMATION    |                                                                                      
|                               |                                                                                       |             
|Item
    1.                    | Legal Proceedings                                                                     | 38          
|                               |                                                                                       |             
|Item
    1A.                   | Risk Factors                                                                          | 39          
|                               |                                                                                       |             
|Item
    2.                    | Unregistered Sales of Equity Securities and Use of Proceeds                           | 39          
|                               |                                                                                       |             
|Item
    3.                    | Defaults Upon Senior Securities                                                       | 39          
|                               |                                                                                       |             
|Item
    4.                    | Mine Safety Disclosures                                                               | 39          
|                               |                                                                                       |             
|Item
    5.                    | Other Information                                                                     | 39          
|                               |                                                                                       |             
|Item
    6.                    | Exhibits                                                                              | 40          
|                               |                                                                                       |             
|Signatures                     | 43                                                                                   



2







PART
I: FINANCIAL INFORMATION



ITEM
1: Financial Statements (unaudited)



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



Operating
results for the three and nine month periods ended September 30, 2018 are not necessarily indicative of the results that can be
expected for the year ending December 31, 2018.



3







DSG
GLOBAL, INC.

INTERIM
CONDENSED CONSOLIDATED BALANCE SHEETS

AS
AT SEPTEMBER 30, 2018 AND DECEMBER 31, 2017



|                                                                                                                          |  | September 30, 2018 |             |   | December 31, 2017   |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------------- | -
|                                                                                                                          |  | (unaudited)        |             |   | (revised - Note 16) |  
|ASSETS                                                                                                                    |  |                    |             |   |                     |  
|CURRENT ASSETS                                                                                                            |  |                    |             |   |                     |  
|Cash                                                                                                                      |  | $                  | 55,166      |   |                     | $
|Trade receivables, net                                                                                                    |  |                    | 363,621     |   |                     |  
|Inventory                                                                                                                 |  |                    | 207,494     |   |                     |  
|Prepaid expenses and deposits                                                                                             |  |                    | 74,221      |   |                     |  
|Due from related party                                                                                                    |  |                    | -           |   |                     |  
|TOTAL CURRENT ASSETS                                                                                                      |  |                    | 700,502     |   |                     |  
|                                                                                                                          |  |                    |             |   |                     |  
|NON-CURRENT ASSETS                                                                                                        |  |                    |             |   |                     |  
|Fixed assets, net                                                                                                         |  |                    | 1,509       |   |                     |  
|Equipment on lease, net                                                                                                   |  |                    | 3,977       |   |                     |  
|Intangible assets, net                                                                                                    |  |                    | 15,595      |   |                     |  
|TOTAL NON-CURRENT ASSETS                                                                                                  |  |                    | 21,081      |   |                     |  
|                                                                                                                          |  |                    |             |   |                     |  
|TOTAL ASSETS                                                                                                              |  | $                  | 721,583     |   |                     | $
|                                                                                                                          |  |                    |             |   |                     |  
|LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT                                                                   |  |                    |             |   |                     |  
|CURRENT LIABILITIES                                                                                                       |  |                    |             |   |                     |  
|Accounts payable and accrued liabilities                                                                                  |  | $                  | 1,922,531   |   |                     | $
|Deferred revenue                                                                                                          |  |                    | 281,900     |   |                     |  
|Warranty reserve                                                                                                          |  |                    | 137,265     |   |                     |  
|Convertible note payable to related party                                                                                 |  |                    | 310,000     |   |                     |  
|Loans payable                                                                                                             |  |                    | 895,934     |   |                     |  
|Derivative liabilities                                                                                                    |  |                    | 2,916,607   |   |                     |  
|Convertible notes payable, net of unamortized discount of $539,593 and $301,360, respectively                             |  |                    | 1,443,540   |   |                     |  
|TOTAL CURRENT LIABILITIES                                                                                                 |  |                    | 7,907,777   |   |                     |  
|                                                                                                                          |  |                    |             |   |                     |  
|Commitments (Note 14)                                                                                                     |  |                    |             |   |                     |  
|Contingencies (Note 15)                                                                                                   |  |                    |             |   |                     |  
|Subsequent events (Note 18)                                                                                               |  |                    |             |   |                     |  
|                                                                                                                          |  |                    |             |   |                     |  
|MEZZANINE EQUITY                                                                                                          |  |                    |             |   |                     |  
|Redeemable preferred stock                                                                                                |  | $                  | 6,702,450   |   |                     | $
|                                                                                                                          |  |                    |             |   |                     |  
|STOCKHOLDERS’ DEFICIT                                                                                                     |  |                    |             |   |                     |  
|Preferred stock, $0.001 par value, 14,010,000 shares authorized 59 shares issued and outstanding (2017 – nil)             |  |                    | 4,872,732   |   |                     |  
|Common stock, $0.001 par value, 3,000,000,000 shares authorized 1,906,334,859 issued and outstanding (2017 - 101,877,495) |  |                    | 1,906,334   |   |                     |  
|Additional paid in capital                                                                                                |  |                    | 19,616,649  |   |                     |  
|Accumulated other comprehensive income                                                                                    |  |                    | 1,261,177   |   |                     |  
|Deficit                                                                                                                   |  |                    | (41,545,536 | ) |                     |  
|TOTAL STOCKHOLDERS’ DEFICIT                                                                                               |  |                    | (13,888,644 | ) |                     |  
|                                                                                                                          |  |                    |             |   |                     |  
|TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT                                                             |  | $                  | 721,583     |   |                     | $



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



4







DSG
GLOBAL, INC.

INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR
THE THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2018 and 2017

(Unaudited)



|                                                                                          |  | Three months ending |               |   | Nine months ending |  
|----------------------------------------------------------------------------------------- |  | ------------------- | ------------- | - | ------------------ | -
|                                                                                          |  | September 30, 2018  |               |   | September 30, 2017 |  
|                                                                                          |  |                     |               |   |                    |  
|Revenue                                                                                   |  | $                   | 708,963       |   |                    | $
|Cost of revenue                                                                           |  |                     | 26,091        |   |                    |  
|Gross profit                                                                              |  |                     | 682,872       |   |                    |  
|                                                                                          |  |                     |               |   |                    |  
|Operating expenses                                                                        |  |                     |               |   |                    |  
|Compensation                                                                              |  |                     | 181,737       |   |                    |  
|General and administrative                                                                |  |                     | 341,481       |   |                    |  
|Warranty                                                                                  |  |                     | 2,179         |   |                    |  
|Bad debts                                                                                 |  |                     | 39,163        |   |                    |  
|Depreciation and amortization                                                             |  |                     | 3,427         |   |                    |  
|Total operating expense                                                                   |  |                     | 567,987       |   |                    |  
|Income (loss) from operations                                                             |  |                     | 114,885       |   |                    |  
|                                                                                          |  |                     |               |   |                    |  
|Other income (expense)                                                                    |  |                     |               |   |                    |  
|Foreign currency exchange gain                                                            |  |                     | 234,109       |   |                    |  
|Other expenses                                                                            |  |                     | -             |   |                    |  
|Change in fair value of derivative liabilities                                            |  |                     | (120,312      | ) |                    |  
|Loss on extinguishment of debt                                                            |  |                     | (4,494,554    | ) |                    |  
|Finance costs                                                                             |  |                     | (728,840      | ) |                    |  
|Total other expense                                                                       |  |                     | (5,109,597    | ) |                    |  
|                                                                                          |  |                     |               |   |                    |  
|Net loss                                                                                  |  | $                   | (4,994,712    | ) |                    | $
|                                                                                          |  |                     |               |   |                    |  
|Comprehensive income (loss)                                                               |  |                     |               |   |                    |  
|Foreign currency translation adjustments                                                  |  |                     | (253,164      | ) |                    |  
|                                                                                          |  |                     |               |   |                    |  
|Comprehensive loss                                                                        |  | $                   | (5,247,876    | ) |                    | $
|                                                                                          |  |                     |               |   |                    |  
|Basic and diluted loss per share                                                          |  | $                   | (0.00         | ) |                    | $
|                                                                                          |  |                     |               |   |                    |  
|Weighted average number of shares used in computing basic and diluted net loss per share: |  |                     | 1,594,942,768 |   |                    |  



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



5







DSG
GLOBAL INC.

INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR
THE PERIODS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)



|                                                                            |  | Nine Months Ended  |           
|--------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                            |  | September 30, 2018 |           
|                                                                            |  |                    |           
|Net loss                                                                    |  | $                  | (9,316,119
|                                                                            |  |                    |           
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                    |           
|Depreciation and amortization                                               |  |                    | 12,341    
|Inventory write-off                                                         |  |                    | -         
|Depreciation included in cost of goods sold                                 |  |                    | -         
|Non-cash financing costs                                                    |  |                    | 279,789   
|Accretion of discounts on convertible debt                                  |  |                    | 1,416,573 
|Change in fair value of derivative liabilities                              |  |                    | (277,205  
|Bad debts                                                                   |  |                    | 70,155    
|Shares issued for services                                                  |  |                    | 2,250     
|Loss (gain) on extinguishment of debt                                       |  |                    | 6,658,785 
|                                                                            |  |                    |           
|Change in operating assets and liabilities:                                 |  |                    |           
|Trade receivables, net                                                      |  |                    | (410,040  
|Inventory                                                                   |  |                    | (198,565  
|Prepaid expense and deposits                                                |  |                    | (53,866   
|Due from related party                                                      |  |                    | 1,034     
|Trade payables and other payables                                           |  |                    | 596,818   
|Deferred revenue                                                            |  |                    | 122,235   
|Warranty reserve                                                            |  |                    | (28,258   
|Net cash used in operating activities                                       |  |                    | (1,124,073
|                                                                            |  |                    |           
|Cash flows from investing activities                                        |  |                    |           
|Purchase of property, plant and equipment                                   |  |                    | (1,570    
|Purchase of intangible assets                                               |  |                    | (1,100    
|Net cash used in investing activities                                       |  |                    | (2,670    
|                                                                            |  |                    |           
|Cash flows from financing activities                                        |  |                    |           
|Bank overdraft                                                              |  |                    | -         
|Proceeds from issuing common stock                                          |  |                    | 81,659    
|Repayments of notes payable                                                 |  |                    | (45,000   
|Proceeds from notes payable                                                 |  |                    | 1,292,000 
|Net cash provided by financing activities                                   |  |                    | 1,328,659 
|                                                                            |  |                    |           
|Effect of exchange rate changes on cash                                     |  |                    | (152,238  
|                                                                            |  |                    |           
|Net increase in cash and cash equivalents                                   |  |                    | 49,678    
|                                                                            |  |                    |           
|Cash, beginning of period                                                   |  |                    | 5,488     
|Cash, end of the period                                                     |  | $                  | 55,166    
|                                                                            |  |                    |           
|Supplemental cash flow information (Note 17)                                |  |                    |           



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



6







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

SEPTEMBER
30, 2018

(unaudited)



Note
1 – ORGANIZATION



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



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



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



Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



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



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



Principles
of Consolidation



These
interim condensed consolidated financial statements include the accounts of DSG Global Inc., its wholly-owned subsidiary DSG TAG,
and its wholly owned subsidiary DSG UK, collectively referred to as the Company. For all periods presented, all significant intercompany
accounts, transactions, and profits have been eliminated in the consolidated financial statements.



Use
of Estimates



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



7







Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Recently
Adopted Accounting Pronouncements



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



Recently
Issued Accounting Pronouncements



Applicable
for fiscal years beginning after December 15, 2018:



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



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



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



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



Going
Concern



As
reflected in the accompanying financial statements, the Company incurred a net loss of $9,316,119 for the nine month period ended
September 30, 2018 and has a working capital deficit of $7,207,275 and an accumulated deficit of $41,545,536 as of September 30,
2018.



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



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



Reclassifications



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



8







Note
3 – TRADE RECEIVABLES, NET



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



|                             |  | September 30, 2018 |         |   | December 31, 2017 |  
|---------------------------- |  | ------------------ | ------- | - | ----------------- | -
|Trade receivables            |  | $                  | 418,849 |   |                   | $
|Allowance for bad debts      |  |                    | (55,228 | ) |                   |  
|Total trade receivables, net |  | $                  | 363,621 |   |                   | $



Note
4 – FIXED ASSETS



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



|                         |  | September 30, 2018 |         |   | December 31, 2017 |  
|------------------------ |  | ------------------ | ------- | - | ----------------- | -
|Furniture and equipment  |  | $                  | 16,440  |   |                   | $
|Computer equipment       |  |                    | 25,756  |   |                   |  
|Accumulated depreciation |  |                    | (40,687 | ) |                   |  
|                         |  | $                  | 1,509   |   |                   | $



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



|                         |  | September 30, 2018 |          |   | December 31, 2017 |  
|------------------------ |  | ------------------ | -------- | - | ----------------- | -
|Tags                     |  | $                  | 127,513  |   |                   | $
|Text                     |  |                    | 28,182   |   |                   |  
|Touch                    |  |                    | 23,345   |   |                   |  
|Accumulated depreciation |  |                    | (175,063 | ) |                   |  
|                         |  | $                  | 3,977    |   |                   | $



For
the three months ended September 30, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $3,121
and $8,668, respectively.



For
the nine months ended September 30, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $11,441
and $24,178, respectively.



Note
5 – INTANGIBLE ASSETS



As
of September 30, 2018 and December 31, 2017, intangible assets consisted of the following:



|                          |  | September 30, 2018 |        |   | December 31, 2017 |  
|------------------------- |  | ------------------ | ------ | - | ----------------- | -
|Intangible asset – patent |  | $                  | 22,353 |   |                   | $
|Accumulated depreciation  |  |                    | (6,758 | ) |                   |  
|                          |  | $                  | 15,595 |   |                   | $



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



9







Note
6 – TRADE AND OTHER PAYABLES



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



|                               |  | September 30, 2018 |           |  | December 31, 2017 |  
|------------------------------ |  | ------------------ | --------- |  | ----------------- | -
|Trade payables                 |  | $                  | 1,118,201 |  |                   | $
|Accrued expenses               |  |                    | 200,731   |  |                   |  
|Accrued interest               |  |                    | 597,968   |  |                   |  
|Other liabilities              |  |                    | 5,631     |  |                   |  
|Total trade and other payables |  | $                  | 1,922,531 |  |                   | $



Note
7 – LOANS PAYABLE



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



|Loans Payable                                                                                                                                                                                        |  | September 30, 2018 |         |  | December 31, 2017 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- |  | ----------------- | -
|                                                                                                                                                                                                     |  |                    |         |  |                   |  
|Unsecured, due on demand, interest at 15% per annum                                                                                                                                                  |  | $                  | 193,125 |  |                   | $
|Unsecured, due on demand, interest at 36% per annum                                                                                                                                                  |  |                    | 47,244  |  |                   |  
|Unsecured, loan payable, due on demand, interest at 18% per annum                                                                                                                                    |  |                    | 317,500 |  |                   |  
|Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016, non-interest bearing, due on demand |  |                    | 88,065  |  |                   |  
|Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due on demand.                                                                                           |  |                    | 250,000 |  |                   |  
|                                                                                                                                                                                                     |  |                    |         |  |                   |  
|                                                                                                                                                                                                     |  | $                  | 895,934 |  |                   | $



Note
8 – CONVERTIBLE LOANS PAYABLE



Related
Party Convertible Loans Payable



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



Third
Party Convertible Loans Payable



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



10







|    | On
    May 8, 2017, the Company issued 100,000 common shares for the conversion of $5,000 of the $72,500 convertible note dated November
    7, 2016. On May 24, 2017, the Company issued 210,000 common shares for the conversion of $10,500 of the $72,500 convertible
    note dated November 7, 2016. On May 25, 2017, the lender provided conversion notice for the remaining principal $57,000 of
    the $72,500 convertible note dated November 7, 2016. This conversion was not processed by the Company’s transfer agent
    due to direction from the Company not to honor any further conversion notices from the lender. In response, the Company received
    legal notification pursuant to the refusal to process further conversion notices. Refer to Note 15.                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | As
    at September 30, 2018, the carrying value of the note was $245,889 (December 31, 2017 - $245,889) and the fair value of the
    derivative liability was $893,440 (December 31, 2017 - $629,759). During the nine months ended September 30, 2018, the Company
    accreted $nil (2017 - $179,333) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | On
    December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 for consideration
    of $72,250 which was received on January 10, 2017. The note is unsecured, bears interest at 12% per annum, was due on December
    21, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) the closing sale price of
    the Company’s common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale
    price for the Company’s common stock during the twenty-five consecutive trading days immediately preceding the conversion
    date. Interest will be accrued and payable at the time of repayment of the note. Financing fees on the note were $4,750. The
    derivative liability applied as a discount on the note was $69,750 and is being accreted over the life of the note.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On
    July 24, 2017, the Company issued 800,000 common shares for the conversion of $26,850 of principal and a $750 finance fee.
    On October 10, 2017, the Company issued 1,000,000 common shares for the conversion of $705 of principal, $3,200 of penalty
    interest, and a $750 finance fee. On October 19, 2017, the Company issued 4,400,000 common shares for the conversion of $4,814
    of principal and a $1,500 finance fee. On October 25, 2017, the Company issued 2,700,000 common shares for the conversion
    of $3,030 of principal and a $750 finance fee. On October 27, 2017, the Company issued 3,000,000 common shares for the conversion
    of $3,450 of principal and a $750 finance fee. On October 31, 2017, the Company issued 3,000,000 common shares for the conversion
    of $3,450 of principal and a $750 finance fee. On December 27, 2017, the Company issued 4,200,000 common shares for the conversion
    of $1,182 of principal and a $750 finance fee. On December 29, 2017, the Company issued 4,600,000 common shares for the conversion
    of $1,132 of principal and a $750 conversion fee.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | During
    the nine months ended September 30, 2018, the Company incurred a default fee of $36,000 for failure to honor the conversion
    notice in a timely manner and issued 56,200,000 common shares with a fair value of $129,676 for the conversion of $13,461
    of principal, $37,491 of default fees and finance costs, $5,250 for conversion fees resulting in a loss on settlement of debt
    of $73,474.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On
    May 8, 2018, the Company paid $45,000 to settle the balance of the $74,500 convertible note including accrued interest. The
    Company recognized a gain on the settlement of this convertible note totaling $24,571.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $65,887) and the fair value of the derivative
    liability was $nil (December 31, 2017 - $31,431). During the nine months ended September 30, 2018, the Company accreted $nil
    (2017 - $62,711) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | On
    January 18, 2017, the Company issued a convertible promissory note in the principal amount of $75,000. The note is unsecured,
    bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price
    equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous
    twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable
    conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous
    twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued
    and payable at the time of promissory note repayment. Financing fees on the note were $2,750. The derivative liability applied
    as a discount on the note was $72,250 and is being accreted over the life of the note.                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On
    July 28, 2017, the Company issued 500,000 common shares for the conversion of $4,474 of principal and $4,586 of accrued interest.
    On September 7, 2017, the Company issued 750,000 common shares for the conversion of $12,549 of principal and $951 of accrued
    interest. On October 11, 2017, the Company issued 750,000 common shares for the conversion of $3,342 of principal and $648
    of accrued interest. On October 20, 2017, the Company issued 2,229,400 common shares for the conversion of $3,369 of principal
    and $198 of accrued interest. On October 27, 2017, the Company issued 3,017,400 common shares for the conversion of $4,592
    of principal and $236 of accrued interest. On November 7, 2017, the Company issued 3,667,000 common shares for the conversion
    of $5,530 of principal and $337 of accrued interest.                                                                                                                                                                                                                                                                           



11







|    | On
    November 7, 2017, the Company incurred a loan penalty of $15,000 for the conversion price being below the Company’s
    par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    June 1, 2018 the remaining $56,144 principal balance and $2,023 in accrued interest were reassigned to another unrelated note
    holder and the note was treated as an extinguishment. Upon reassignment, the Company incurred a finance fee of $46,833 which
    was added to the principle balance of the new convertible note totaling $105,000. Refer to Note 8(z).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $56,144) and the fair value of the derivative
    liability was $nil (December 31, 2017 - $70,818). During the nine months ended September 30, 2018, the Company accreted $nil
    (2017 - $82,500) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | On
    April 3, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured,
    bears interest at 10% per annum, was due on October 3, 2017, and is convertible into common shares at a conversion price equal
    to the lessor of: (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending
    on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55%
    multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading
    day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. In connection
    with the issuance, the Company issued 550,000 common shares as a commitment fee, however, these common shares must be returned
    if the note is fully repaid and satisfied prior to the maturity date. Financing fees on the note were $10,000. The derivative
    liability applied as a discount on the note was $100,000 and is being accreted over the life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    October 11, 2017, the Company issued 1,415,205 common shares for the conversion of $2,590 of principal and $5,880 of accrued
    interest. On October 18, 2017, the Company issued 2,123,434 common shares for the conversion of $5,430 of principal and $494
    of accrued interest. On October 19, 2017, the Company issued 2,229,450 common shares for the conversion of $3,879 of principal
    and $134 of accrued interest. On October 23, 2017, the Company issued 2,440,467 common shares for the conversion of $4,134
    of principal and $258 of accrued interest. On October 26, 2017, the Company issued 1,791,445 common shares for the conversion
    of $3,107 of principal and $118 of accrued interest. On October 31, 2017, the Company issued 2,500,728 common shares for the
    conversion of $4,262 of principal and $239 of accrued interest. On November 2, 2017, the Company issued 1,499,272 common shares
    for the conversion of $2,528 of principal and $171 of accrued interest. On November 13, 2017, the Company issued 3,017,333
    common shares for the conversion of $4,823 of principal and $608 of accrued interest. On November 22, 2017, the Company issued
    4,000,565 common shares for the conversion of $4,292 of principal and $469 of accrued interest. On December 27, 2017, the
    Company issued 4,200,200 common shares for the conversion of $1,656 of principal and $1,725 of accrued interest. On December
    29, 2017, the Company issued 4,619,360 common shares for the conversion of $3,347 of principal and $48 of accrued interest.
    During the nine months ended September 30, 2018, the Company issued 247,495,414 common shares with a fair value of $571,886
    for the conversion of $69,952 of principal and $56,227 of default fees and finance costs resulting in a loss on settlement
    of debt of $445,707.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $69,952) and the derivative liability
    was $nil (December 31, 2017 - $108,326).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | On
    June 5, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured,
    bears interest at 10% per annum, was due on December 5, 2017, and is convertible into common shares at a conversion price
    equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending
    on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55%
    multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading
    day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing
    fees on the note were $7,000. The derivative liability applied as a discount on the note was $103,000 and is being accreted
    over the life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    January 19, 2018, $50,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment.
    There were no material changes to the note upon reassignment. Refer to Note 8(o).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    March 2, 2018, $25,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment.
    There were no material changes to the note upon reassignment. Refer to Note 8(r).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



12







|    | During
    the nine months ended September 30, 2018, the Company issued 206,994,645 common shares with a fair value of $524,487 for the
    conversion of the remaining principal balance of $35,000, and default penalties and finance costs of $37,448 resulting in
    a loss on settlement of debt of $452,039.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | As
    at September 30, 2018, the carrying value of the note was $9,487 (December 31, 2017 - $110,000) and the fair value of the
    derivative liability was $nil (December 31, 2017 - $188,798).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(h) | On
    July 17, 2017, the Company issued a convertible promissory note in the principal amount of $135,000. The note is unsecured,
    bears interest at 10% per annum, is due on July 17, 2018, and is convertible into common shares at a conversion price equal
    to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the
    latest complete trading day prior to the date of this note and (ii) $0.061. Interest will be accrued and payable at the time
    of promissory note repayment. Financing fees on the note were $16,500. Derivative liability applied as discount on the note
    was $118,500 and is being accreted over the life of the note. During the nine months ended September 30, 2018, the Company
    issued 100,000,000 common shares with a fair value of $227,222 for the conversion of $53,530 of principal balance resulting
    in a loss on settlement of debt of $173,692.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | As
    at September 30, 2018, the carrying value of the note was $81,470 (December 31, 2017 - $70,718) and the fair value of the
    derivative liability was $115,742 (December 31, 2017 - $205,563). During the nine months ended September 30, 2018, the Company
    accreted $64,282 (2017 - $27,740) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(i) | On
    August 17, 2017, the Company issued a convertible promissory note in the principal amount of $110,250. The note is unsecured,
    bears interest at 8% per annum, is due on August 16, 2018, and is convertible at 58% of to the lowest trading price during
    the previous ten trading days to the date of a conversion notice. Interest will be accrued and payable at the time of promissory
    note repayment. Deferred financing fees on the note were $5,250. The derivative liability applied as a discount on the note
    was $105,000 and is being accreted over the life of the note. During the nine months ended September 30, 2018, the Company
    issued 86,173,799 common shares with a fair value of $293,267 for the conversion of $121,240 of principal and interest resulting
    in a loss on settlement of debt of $172,027.                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $44,661) and the fair value of the derivative
    liability was $nil (December 31, 2017 - $166,460). During the nine months ended September 30, 2018, the Company accreted $65,589
    (2017 - $13,592) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(j) | On
    September 6, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured,
    bears interest at 10% per annum, is due on March 6, 2018, and is convertible into common shares at a conversion price equal
    to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory
    note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount
    on the note was $100,000 and is being accreted over the life of the note.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On
    March 2, 2018, $111,808 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment.
    There were no material changes to the terms of the note upon reassignment. Refer to Note 8(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $71,088) and the fair value of the derivative
    liability was $nil (December 31, 2017 - $100,000). During the nine months ended September 30, 2018, the Company accreted $35,912
    (2017 - $14,188) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(k) | On
    October 30, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured,
    bears interest at 10% per annum, is due on April 30, 2018, and is convertible into common shares at a conversion price equal
    to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory
    note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount
    on the note was $100,000 and is being accreted over the life of the note.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On
    May 22, 2018, the principal balance of $87,045 and accrued interest of $5,543 was reassigned to another unrelated note holder.
    There were no material changes to the note upon reassignment. Refer to Note 8(y).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $41,066) and the fair value of the derivative
    liability was $nil (December 31, 2017 - $100,000). During the nine months ended September 30, 2018, the Company accreted $65,934
    (2017 - $nil) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



13







|(l) | On
    December 18, 2017, the Company issued a convertible promissory note in the principal amount of $82,000. The note is unsecured,
    bears interest at 10% per annum, is due on June 18, 2018, and is convertible into common shares at a conversion price equal
    to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory
    note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount
    on the note was $75,000 and is being accreted over the life of the note.                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On
    May 22, 2018, the principal balance of $82,000 and accrued interest of $3,055 was reassigned to another unrelated note holder.
    There were no material changes to the note upon reassignment. Refer to Note 8(y).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | As
    at September 30, 2018, the carrying value of the note was $nil (December 31, 2017 - $12,357) and the fair value of the derivative
    liability was $nil (December 31, 2017 - $75,000). During the nine months ended September 30, 2018, the Company accreted $69,643
    (2017 - $nil) of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(m) | On
    January 18, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured,
    bears interest at 10% per annum, is due on July 18, 2018, and is convertible into common shares at a conversion price equal
    to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory
    note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and is being accreted
    over the life of the note.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On
    June 18, 2018, the principal balance of $55,000 and accrued interest of $2,215 was reassigned to another unrelated note holder.
    There were no material changes to the note upon reassignment. Refer to Note 8(aa).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | As
    at September 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During
    the nine months ended September 30, 2018, the Company accreted $49,258 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(n) | On
    January 19, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured,
    bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal
    to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion
    date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a
    discount on the note was $55,000 and is being accreted over the life of the note. During the nine months ended September 30,
    2018, the Company issued 141,515,438 common shares with a fair value of $146,839 to convert principal balance of $55,000 and
    accrued interest of $2,915 resulting in a loss on settlement of debt of $88,925.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | As
    at September 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During
    the nine months ended September 30, 2018, the Company accreted $55,000 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(o) | On
    January 19, 2018, the Company issued a convertible promissory note in the principal amount of $50,000, as partial replacement
    for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note
    is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion
    price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including
    the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability
    applied as a discount on the note was $50,000 and is being accreted over the life of the note. During the nine months ended
    September 30, 2018, the Company issued 57,244,977 common shares with a fair value of $137,143 to convert principal balance
    of $50,000 and accrued interest of $309 resulting in a loss on settlement of debt of $86,834.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | During
    the nine months ended September 30, 2018, the Company accreted $50,000 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(p) | On
    February 2, 2018, the Company issued a convertible promissory note in the principal amount of $107,500. The note is unsecured,
    bears interest at 10% per annum, is due on August 2, 2018, and is convertible into common shares at a conversion price equal
    to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory
    note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment. The derivative liability applied as a discount on the note was $107,500 and is being accreted
    over the life of the note.                                                                                                                                                                                                                                                                                                                                     



14







|    | On
    June 18, 2018, the principal balance of $107,500 and accrued interest of $4,005 was reassigned to another unrelated note holder.
    There were no material changes to the note upon reassignment. Refer to Note 8(aa).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As
    at September 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil. During
    the nine months ended September 30, 2018, the Company accreted $87,418 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(q) | On
    March 2, 2018, the Company issued a convertible promissory note in the principal amount of $128,000. The note is unsecured,
    bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal
    to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion
    date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a
    discount on the note was $128,000 and is being accreted over the life of the note. During the nine months ended September
    30, 2018, the Company issued 68,290,052 common shares with a fair value of $122,922 to convert principal balance of $25,000
    and accrued interest of $1,292 resulting in a loss on settlement of debt of $96,630.                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As
    at September 30, 2018, the carrying value of the note was $49,345 and the fair value of the derivative liability was $165,331.
    During the nine months ended September 30, 2018, the Company accreted $74,345 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(r) | On
    March 2, 2018, the Company issued a convertible promissory note in the principal amount of $25,000, as partial replacement
    for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note
    is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion
    price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including
    the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability
    applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the nine months ended
    September 30, 2018, the Company issued 45,518,437 common shares with a fair value of $131,335 for the conversion of $25,000
    of principal and accrued interest of $35 resulting in a loss on settlement of debt of $106,300.                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | During
    the nine months ended September 30, 2018, the Company accreted $25,000 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(s) | On
    March 2, 2018, the Company issued a convertible promissory note in the principal amount of $111,808, as partial replacement
    for a convertible promissory note originally issued on September 6, 2017 in the amount of $107,000 plus accrued interest.
    Refer to Note 8(j). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into
    common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior
    to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note
    repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the
    note. During the nine months ended September 30, 2018, the Company issued 95,672,556 common shares with a fair value of $314,588
    for the conversion of $97,500 of principal and $1,246 of accrued interest resulting in a loss on settlement of debt of $215,941.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As
    at September 30, 2018, the carrying value of the note was $6,026 and the fair value of the derivative liability was $10,242.
    During the nine months ended September 30, 2018, the Company accreted $103,425 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(t) | On
    March 19, 2018, the Company issued a convertible promissory note in the principal amount of up to $900,000. The note is unsecured,
    bears interest at 12% per annum, is due 184 days upon receipt, and is convertible into common shares after 180 days from issuance
    date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior
    to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the
    latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note
    repayment.                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On
    March 19, 2018, the Company received $270,000 pursuant to the first tranche of the note, which is $300,000 in the principal
    amount, net of the original issuance discount of $30,000. The derivative liability applied as a discount on the note was $270,000
    and is being accreted over the life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On
    August 31, 2018, the principal balance of $300,000 and accrued interest of $15,978 for the first tranche of the note was reassigned
    to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 8(ac).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



15







|    | As
    at September 30, 2018, the carrying value of the first tranche of the note was $nil and the fair value of the derivative liability
    was $nil. During the nine months ended September 30, 2018, the Company accreted $300,000 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    May 3, 2018, the Company amended the convertible promissory note to include that at any time after the 100th calendar day
    after the funds are issued, and at the option of the holder in addition to the right of conversion, the holder may deduct
    daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the
    Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default
    amount.                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    May 3, 2018, the Company received $146,500, net of $3,500 in legal fees, pursuant to the second tranche of the note, which
    is $166,667 in the principal amount, net of the original issuance discount of $16,667. The derivative liability applied as
    a discount on the note was $150,000 and is being accreted over the life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the second tranche of the note was $135,870 and the fair value of the derivative
    liability was $217,462. During the nine months ended September 30, 2018, the Company accreted $135,870 of the debt discount
    to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On
    July 16, 2018, the Company received $125,000, net of $53,500 in legal and financing fees, pursuant to the third tranche of
    the agreement, which is $198,333 in the principal amount, net of the original issuance discount of $19,833. The derivative
    liability applied as a discount on the note was $125,000 and is being accreted over the life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the third tranche of the note was $81,920 and the fair value of the derivative
    liability was $283,835. During the nine months ended September 30, 2018, the Company accreted $81,920 of the debt discount
    to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(u) | In
    January 2018, the Company issued a convertible promissory note in the principal amount of $15,000 as a commitment fee. The
    note is unsecured, non-interest bearing until default, is due on August 16, 2018, and is convertible into common shares at
    a conversion price equal to 75% of the average closing trading price during the previous five trading days prior to conversion
    date, with a minimum of $0.00005. On March 28, 2018, the Company issued 6,230,530 common shares with a fair value of $19,937
    for the conversion of $10,000 of principal resulting in a loss on settlement of debt of $9,937.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the note was $5,000 and the fair value of the derivative liability was $1,020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(v) | As
    at September 30, 2018, the Company owed a convertible promissory note in the principal amount of $nil ($nil CDN) (December
    31, 2017 - $981,370 ($1,231,128 CDN)) and accrued interest of $nil ($nil CDN) (December 31, 2017 – $549,886 ($689,832
    CDN)) recorded in accounts payable and accrued liabilities. The convertible promissory note is unsecured, bears interest at
    17.2% per annum, is due on demand, and is convertible into Tags units at the average closing price of the 120 days period
    prior to conversion date. On August 27, 2018, pursuant to a debt exchange agreement, the Company issued 8 and 950,000 shares
    of Series B and Series E preferred shares, respectively, for the settlement of outstanding convertible loan and accrued interest.
    Refer to Note 11.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(w) | On
    May 8, 2018, the Company issued a convertible note in the principal amount of $51,500. The note is unsecured, bears interest
    at 10% per annum, and is due on May 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day
    trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date.                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the note was $27,056 and the fair value of the derivative liability was $58,133.
    During the nine months ended September 30, 2018, the Company accreted $27,056 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(x) | On
    May 28, 2018 the Company issued a convertible note in the principal amount of $180,000. The note is unsecured, bears interest
    at 10% per annum, and is due on May 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day
    trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As
    at September 30, 2018, the carrying value of the note was $81,522 and the fair value of the derivative liability was $207,578.
    During the nine months ended September 30, 2018, the Company accreted $81,522 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



16







|(y)  | On
    May 22, 2018 the Company reassigned convertible note balances from another unrelated party in the principal amount of $177,643.
    Refer to Notes 8(k) and 8(l). The note is unsecured, bears interest at 10% per annum, became due and payable on June 18, 2018,
    and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous
    twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the
    conversion date. Interest will be accrued and payable at the time of promissory note repayment. During the nine months ended
    September 30, 2018, the Company issued 212,565,661 common shares with a fair value of $373,582 for the conversion of $177,643
    of principal and $878 of accrued interest resulting in a loss on settlement of debt of $195,061.                                                                                                                                                                                                                                                                                                                                                       
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | As
    at September 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(z)  | On
    June 1, 2018, the Company reassigned a convertible note from another unrelated party in the principal amount of $105,000;
    $58,167 in assigned principal and accrued interest and a finance fee of $46,833 Refer to Note 8(e). The note is unsecured,
    bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price
    equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous
    twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable
    conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous
    twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued
    and payable at the time of promissory note repayment. During the nine months ended September 30, 2018, the Company issued
    244,916,967 common shares with a fair value of $301,517 for the conversion of $105,000 of principal and $1,606 of accrued
    interest resulting in a loss on settlement of debt of $194,911.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | As
    at September 30, 2018, the carrying value of the note was $nil and the fair value of the derivative liability was $nil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(aa) | On
    June 18, 2018, the Company reassigned convertible note balances from another unrelated party in the principal amount of $168,721.
    Refer to Note 8(m) and 8(p). The note is unsecured, bears interest at 10% per annum, which is due on August 2, 2018, and is
    convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five
    trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion
    date. Interest will be accrued and payable at the time of promissory note repayment. The remaining derivative liability applied
    as a discount on the reassigned note was $25,824 and is being accreted over the remaining life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | As
    at September 30, 2018, the carrying value of the note was $140,401 and the fair value of the derivative liability was $73,240.
    During the nine months ended September 30, 2018, the Company accreted $162,500 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(ab) | On
    August 31, 2018, the Company issued a convertible promissory note in the principal amount of $226,000. The note is unsecured,
    bears interest at 12% per annum, is due on August 31, 2019, and is convertible into common shares at a conversion price equal
    to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion
    date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees and original
    issuance discount on the note were $26,000. The derivative liability applied as a discount on the note was $200,000 and is
    being accreted over the life of the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | As
    at September 30, 2018, the carrying value of the note was $18,575 and the fair value of the derivative liability was $452,862.
    During the nine months ended September 30, 2018, the Company accreted $18,575 of the debt discount to finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(ac) | On
    August 31, 2018, the Company reassigned the first tranche of a convertible note balance from another unrelated party in the
    principal amount of $315,978. Refer to Note 8(t). The first tranche of the note is unsecured, bears interest at 12% per annum,
    which is due on demand, and is convertible into common shares at a conversion price equal to the lessor of: (i) the lowest
    trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest
    trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest
    will be accrued and payable at the time of promissory note repayment. The deferred financing fees and derivative liability
    applied as discounts on the reassigned note were fully amortized at the time of the transfer.                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | As
    at September 30, 2018, the carrying value of the note was $315,978 and the fair value of the derivative liability was $437,722.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



17







Note
9 – DERIVATIVE LIABILITIES



The
Company records the fair value of the of the conversion price of the convertible loans payable disclosed in Note 8 in accordance
with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model. The
fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in
the consolidated statement of operations. For the nine-month period ended September 30, 2018, the Company recorded a gain on the
change in fair value of derivative liability of $277,205 (September 30, 2017 – $42,550 loss). As at September 30, 2018 and
December 31, 2017, the Company recorded derivative liability of $2,916,607 and $1,676,155, respectively.



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



|                         |  |  | 2018        |   |  |  | 2017        |  
|------------------------ |  |  | ----------- | - |  |  | ----------- | -
|Expected volatility      |  |  | 180 - 379   | % |  |  | 96 - 533    | %
|Risk free interest rate  |  |  | 1.19 - 2.59 | % |  |  | 0.11 - 1.76 | %
|Expected life (in years) |  |  | 0.1 - 1.0   |   |  |  | 0.1 - 1.0   |  



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



|                                     |  | $ |          
|------------------------------------ |  | - | ---------
|Balance, December 31, 2017           |  |   | 1,676,155
|Derivative loss due to new issuances |  |   | 1,517,657
|Mark-to-market adjustment            |  |   | (277,205 
|Balance, September 30, 2018          |  |   | 2,916,607



Note
10 – MEZZANINE EQUITY



Authorized



150,000,000
shares of undesignated preferred stock of DSG TAG authorized, each having a par value of $0.001 per share.



5,000,000,
1,000,000 and 5,000,000 shares of redeemable Series C, D and E preferred shares, respectively, authorized, each having a par value
of $0.001 per share.



Mezzanine
equity transactions



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



| | ● | On
    or before August 1, 2016, the Company must complete a financing for gross proceeds of at least $2,500,000 and use at least
    $1,125,000 to redeem a minimum of 900,000 DSG TAG Series A Shares;                              
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                       
| | ● | On
    or before September 1, 2016, the Company must complete an additional financing for gross proceeds of at least $2,500,000 and
    use at least $1,125,000 to redeem a minimum of 900,000 additional DSG TAG Series A Shares; and
| |   |                                                                                                                                                                                                                                       
| | ● | On
    or before October 1, 2016, the Company must complete an additional financing for gross proceeds of at least $5,000,000 and
    use at least $3,140,000 to redeem the remaining 2,509,384 DSG TAG Series A Shares.              



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



The
DSG TAG Series A Shares are recorded in the consolidated financial statements as Mezzanine Equity.





18







On
August 27, 2018, pursuant to a debt exchange agreement, the Company exchanged all 4,229,384 issued and outstanding DSG TAG Series
A Shares with a fair value of $5,873,481 ($7,627,303 CDN) for 51 shares of Series B and 3,000,000 shares of Series E preferred
shares, respectively. The Series B preferred shares are classified as permanent equity. Refer to Note 11.



During
the nine months ended September 30, 2018, pursuant to a series of debt exchange agreements, the Company issued an aggregate of
148,706 shares of Series D preferred shares for the settlement of outstanding accounts payable with a fair value of $91,944.



During
the nine months ended September 30, 2018, pursuant to a series of debt exchange agreements, the Company issued an aggregate of
81 shares of Series B and 1,649,908 shares of Series E preferred shares, respectively, for the settlement of outstanding convertible
loans. The Series B preferred shares are classified as permanent equity. Refer to Note 11.



Note
11 – PREFERRED STOCK



Authorized



On
August 27, 2018, the Company amended its Articles of Incorporation to authorize and designate Series A through Series E preferred
shares for the collective issuance of up to 14,010,000 shares having a par value of $0.001 per share. The preferred shares are
designated as: 3,000,000 Series A preferred shares, 10,000 Series B convertible preferred shares, 5,000,000 Series C convertible
preferred shares, 1,000,000 Series D convertible preferred shares and 5,000,000 Series E convertible preferred shares. The Series
C, D and E preferred shares are mandatorily redeemable upon a major transaction which includes a change in control. As a result,
they are classified as mezzanine equity. Refer to Note 10.



Equity
Transactions



During
the nine months ended September 30, 2018 the Company issued an aggregate of:



| | ● | 81
    and 1,649,908 shares of Series B and Series E preferred shares, respectively, for the settlement of outstanding convertible
    loans with a fair value of $5,609,757 ($7,284,831 CDN). The Company recorded a loss on extinguishment of debt of $3,908,614
    in connection with the settlement. The Series E preferred shares are classified as mezzanine equity. Refer to Note 10.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | 51
    and 3,000,000 shares of Series B and Series E preferred shares, respectively, for the settlement all 4,229,384 issued and
    outstanding DSG TAG Series A Shares with a fair value of $5,873,481 ($7,627,303 CDN). The Series E preferred shares are classified
    as mezzanine equity. Refer to Note 10.                                                                           



Note
12 – COMMON STOCK



Authorized



On
August 27, 2018, the Company amended its Articles of Incorporation to increase the shares of common stock authorized from 2,000,000,000
to 3,000,000,000.



Equity
Transactions



During
the nine months ended September 30, 2018 the Company issued an aggregate of:



| | ● | 1,753,707,364
    shares of common stock with a fair value of $3,907,182 upon the conversion of $1,157,011 of convertible debentures and accrued
    interest, as noted in Note 8. The Company recorded a loss on extinguishment of debt of $2,750,171 in connection with the conversions.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                           
| | ● | 750,000
    shares of common stock, with a fair value of $2,250, in connection with a 5% commission granted on referral of sales totaling
    $45,000.                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                           
| | ● | 50,000,000
    shares of common stock for cash proceeds of $81,659.                                                                                                                                                                                                                       



19







Note
13 – RELATED PARTY TRANSACTIONS



As
at September 30, 2018, the Company owed $119,692 ($154,952 CDN) (December 31, 2017 - $205,963 ($258,381 CDN)) to the President,
CEO, and CFO of the Company for management fees, which has been recorded in accounts payable and accrued liabilities. The amounts
owed and owing are unsecured, non-interest bearing, and due on demand. During the nine months ended September 30, 2018 the Company
incurred $150,000 in management fees to the President, CEO, and CFO of the Company.As at September 30, 2018, the Company owed
$13,480 ($17,450 CDN) (December 31, 2017 - $22,280 ($27,950 CDN)) to a company controlled by the son of the President, CEO, and
CFO of the Company. The balance owing has been recorded in accounts payable and accrued liabilities. The amount owing is unsecured,
non-interest bearing, and due on demand.



Note
14 – COMMITMENTS



Lease
Obligations



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



Product
Warranties



The
Company’s product warranty costs are part of its cost of sales based on associated material product costs, labor costs for
technical support staff, and associated overhead. The products sold are generally covered by a warranty for a period of one year.
As of September 30, 2018, the Company has reserved $137,265 (December 31, 2017 - $165,523) for future warranty costs. The Company’s
past experience with warranty related costs was used as a basis for the reserve. During the nine months ended September 30, 2018,
the Company recorded warranty expense of $48,452 (2017 - $25,716).



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



|                                                       |  | Nine months ended  |         |   | Year ended        |  
|------------------------------------------------------ |  | ------------------ | ------- | - | ----------------- | -
|                                                       |  | September 30, 2018 |         |   | December 31, 2017 |  
|Opening balance                                        |  | $                  | 165,523 |   |                   | $
|Accruals for product warranties issued in the period   |  |                    | 20,194  |   |                   |  
|Adjustments to liabilities for pre-existing warranties |  |                    | (48,452 | ) |                   |  
|Ending liability                                       |  | $                  | 137,265 |   |                   | $



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



Note
15 – CONTINGENCIES



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



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



20







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



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



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



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



Note
16 – REVISION OF PRIOR YEAR FINANCIAL STATEMENTS



While
preparing the interim condensed consolidated financial statements for the period ending March 31, 2018, the Company noted that
there was a revision of the fair value of the derivative liabilities and during the period ended June 30, 2018, determined that
no non-controlling interest exists. Accordingly, the Company has revised its consolidated financial statements as at and for the
year ended December 31, 2017 to reflect the change in fair value of derivative liabilities and retained earnings during the period
and the fair value of the derivative liabilities and retained earnings as at December 31, 2017. This revision resulted in an increase
to deficit of $1,819,564, an increase to net loss of $484,759, and an increase to comprehensive loss of $720,424 and an increase
to net loss per share of $0.01. There was no impact on the consolidated statement of cash flows. In accordance with the guidance
provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin No. 108, “Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company
has determined that the impact of adjustments relating to the correction of this accounting error was derived from an estimate,
has no impact on compliance with regulatory requirements or loan covenants, and has no impact on the Company’s cash flows.
Accordingly, these changes are disclosed herein and have been disclosed prospectively.



21







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



Consolidated
Balance Sheet



|                                      |  | As at December 31, 2017 |            
|------------------------------------- |  | ----------------------- | -----------
|                                      |  | As reported $           |            
|                                      |  |                         |            
|LIABILITIES AND STOCKHOLDERS’ DEFICIT |  |                         |            
|Current Liabilities                   |  |                         |            
|Derivative liabilities                |  |                         | 1,191,396  
|Total Current Liabilities             |  |                         | 8,061,842  
|Total Liabilities                     |  |                         | 8,061,842  
|Stockholders’ Equity                  |  |                         |            
|Deficit                               |  |                         | (30,409,853
|Noncontrolling interest               |  |                         | (1,334,805 
|Total Stockholders’ Deficit           |  |                         | (13,257,858



Consolidated
Statement of Operations and Comprehensive Loss



|                                                |  | Year ended December 31, 2017 |           
|----------------------------------------------- |  | ---------------------------- | ----------
|                                                |  | As reported $                |           
|                                                |  |                              |           
|Other income (expense)                          |  |                              |           
|Change in fair value of derivative liabilities  |  |                              | (340,227  
|Total other income (expense)                    |  |                              | (1,987,202
|Net loss for the year                           |  |                              | (3,632,072
|Net loss attributed to non-controlling interest |  |                              | 235,665   
|Comprehensive loss                              |  |                              | (3,819,809



Consolidated
Statement of Stockholders’ Equity



|                         |  | Year ended December 31, 2017 |            
|------------------------ |  | ---------------------------- | -----------
|                         |  | As reported  $               |            
|Deficit                  |  |                              | (30,409,853
|Non-controlling interest |  |                              | (1,334,805 
|Stockholders’ Deficit    |  |                              | (13,257,858



Consolidated
Statement of Cash Flows



|                                                                            |  | Year ended December 31, 2017 |           
|--------------------------------------------------------------------------- |  | ---------------------------- | ----------
|                                                                            |  | As reported $                |           
|                                                                            |  |                              |           
|Operating activities                                                        |  |                              |           
|Net loss                                                                    |  |                              | (3,632,072
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                              |           
|Change in fair value of derivative liabilities                              |  |                              | (340,227  



22







Note
17 – SUPPLEMENTAL CASH FLOW INFORMATION



|                                                                                                   |  | Nine Months Ended  |          
|-------------------------------------------------------------------------------------------------- |  | ------------------ | ---------
|                                                                                                   |  | September 30, 2018 |          
|                                                                                                   |  |                    |          
|Cash paid during the period for:                                                                   |  |                    |          
|Income tax payments                                                                                |  | $                  | -        
|Interest payments                                                                                  |  | $                  | -        
|                                                                                                   |  |                    |          
|Non-cash investing and financing transactions:                                                     |  |                    |          
|Convertible debenture issued for financing fees                                                    |  | $                  | 15,000   
|Shares issued for convertible loans payable                                                        |  | $                  | 3,853,296
|Preferred shares issued in exchange for mezzanine preferred  shares and accrued interest           |  | $                  | 1,751,740
|Preferred shares issued in exchange for convertible debt and  accrued interest                     |  | $                  | 3,120,992
|Mezzanine preferred shares issued in exchange for mezzanine  preferred shares and accrued interest |  | $                  | 4,121,741
|Mezzanine preferred shares issued in exchange for convertible  debt and accrued interest           |  | $                  | 2,488,765
|Preferred shares issued for accounts payable                                                       |  | $                  | 91,944   
|Shares issued for convertible related party payable                                                |  | $                  | -        
|Returnable shares issued for commitment fee                                                        |  | $                  | -        



Note
18 – SUBSEQUENT EVENTS



Subsequent
to September 30, 2018, the Company issued:



| | ● | 327,233,459
    shares of common stock to settle outstanding convertible debentures.
| | - | ------------------------------------------------------------------------------------
| |   |                                                                                     
| | ● | 95,000,000
    shares of common stock for services.                                 
| |   |                                                                                     
| | ● | 173,712,000
    shares of common stock to settle outstanding debt.                  



23







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



FORWARD
LOOKING STATEMENTS



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



| | ● | our
    future financial and operating results;                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                          
| | ● | our
    intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;                
| |   |                                                                                                                                          
| | ● | the
    timing and success of our business plan;                                                                                         
| |   |                                                                                                                                          
| | ● | our
    plans regarding future financings;                                                                                               
| |   |                                                                                                                                          
| | ● | our
    ability to attract and retain customers;                                                                                         
| |   |                                                                                                                                          
| | ● | our
    dependence on growth in our customers’ businesses;                                                                               
| |   |                                                                                                                                          
| | ● | the
    effects of market conditions on our stock price and operating results;                                                           
| |   |                                                                                                                                          
| | ● | our
    ability to maintain our competitive technological advantages against competitors in our industry;                                
| |   |                                                                                                                                          
| | ● | the
    expansion of our business in our core golf market as well as in new markets like commercial fleet management and agriculture;    
| |   |                                                                                                                                          
| | ● | our
    ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;        
| |   |                                                                                                                                          
| | ● | our
    ability to introduce new offerings and bring them to market in a timely manner;                                                  
| |   |                                                                                                                                          
| | ● | our
    ability to maintain, protect and enhance our intellectual property;                                                              
| |   |                                                                                                                                          
| | ● | the
    effects of increased competition in our market and our ability to compete effectively;                                           
| |   |                                                                                                                                          
| | ● | the
    attraction and retention of qualified employees and key personnel;                                                               
| |   |                                                                                                                                          
| | ● | future
    acquisitions of or investments in complementary companies or technologies; and                                                
| |   |                                                                                                                                          
| | ● | our
    ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company.



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



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



24







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



Corporate
History



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



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



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



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



Following
the initial closing of the share exchange agreement and through October 22, 2015, we acquired an additional 101,200 shares of
common stock of DSG TAG Systems from shareholders who became parties to the share exchange agreement and issued to these shareholders
an aggregate of 18,422 shares of our common stock. Following completion of these additional purchases, DSG Global owns approximately
100% of the issued and outstanding shares of common stock of DSG TAG Systems. On August 27, 2018, an aggregate of 4,229,384 issued
and outstanding shares of Series A Convertible Preferred Stock of DSG TAG Systems, Inc. previously held by Westergaard Holdings
Ltd., an affiliate of Keith Westergaard, a former member of our board of directors, were exchanged for 51 and 3,000,000 shares
of Series B and Series E preferred shares of DSG Global, Inc., respectively.



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



Overview
of Our Business



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



25







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



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



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



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



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



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



Our
Revenue Model



We
derive revenue from four different sources, as follows:



| | ● | Systems
    Sales Revenue, which consists of the sales price paid by those customers who purchase or lease our TAG system hardware.                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                     
| | ● | Monthly
    Service Fees are paid by all customers for the wireless data fee charges required to operate the GPS tracking on the
    TAG systems.                                                                                                                   
| |   |                                                                                                                                                                                                                                                                     
| | ● | Monthly
    Rental Fees are paid by those customers that rent the TAG system hardware. The amount of a customer’s monthly
    payment varies based on the type of equipment rented (a TAG, a TAG and TEXT, or a TAG and TOUCH).                                     
| |   |                                                                                                                                                                                                                                                                     
| | ● | Advertising
    Revenue is a new source of revenue that we believe has the potential to be strategic for us in the future. We are
    in the process of implementing and designing software to provide advertising and other media functionality on our TOUCH units.



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



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



26







Cost
of Revenue



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



| | ● | Hardware
    purchases.Our equipment purchases consist primarily of TAG system control units, TEXT display, and TOUCH display
    tablets. The TAG system control unit is sold as a stand-alone unit or in conjunction with our TEXT alphanumeric display or
    TOUCH high definition “touch activated” display. Hardware purchases also include costs of components used during
    installations, such as cables, mounting solutions, and other miscellaneous equipment.                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Wireless
    data fees. Our wireless data fees consist primarily of the data fees charged by outside providers of GPS tracking
    used in all of our TAG system control units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Mapping.Our mapping costs consist of aerial mapping, course map, geofencing, and 3D flyovers for golf courses. This cost is
    incurred at the time of hardware installation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Installation.Our installation costs consist primarily of costs incurred by our employed service technicians for the cost of travel,
    meals, and miscellaneous components required during installations. In addition, these costs also include fees paid to external
    contractors for installations on a project by project basis.                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Freight
    expenses and Inventory adjustments. Our freight expenses consist primarily of costs to ship hardware to courses for
    installations. Our inventory adjustments include inventory write offs, write downs, and other adjustments to the cost of inventory.                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Operating
    Expenses & Other Income (Expenses)We classify our operating expenses and other income (expenses) into nine categories:
    compensation, research and development, general and administrative, warranty, foreign currency exchange, and finance costs.
    Our operating expenses consist primarily of sales and marketing, salaries and wages, consulting fees, professional fees, trade
    shows, software development, and allocated costs. Allocated costs include charges for facilities, office expenses, telephones
    and other miscellaneous expenses. Our other income (expenses) primarily consists of financing costs and foreign exchange gains
    or losses.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Compensation
    expense.Our compensation expenses consist primarily of personnel costs, such as employee salaries, payroll expenses,
    and employee benefits. This includes salaries for management, administration, engineering, sales and marketing, and service
    support technicians. Salaries and wages directly related to projects or research and development are expensed as incurred
    to their operating expense category.                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Research
    and development. Our research and development expenses consist primarily of personnel costs and professional services
    associated with the ongoing development and maintenance of our technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   | Research
    and development expenses include payroll, and other headcount-related expenses associated with product development. Research
    and development expenses also include third-party development and programming costs. Such costs related to software development
    are included in research and development expense until the point that technological feasibility is reached. Research and development
    is expensed and is included in operating expenses.                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | General
    and administrative. Our general and administrative expenses consist primarily of sales and marketing, commissions,
    travel, trade shows, consultant fees, insurance, and compliance and other administrative functions, as well as accounting
    and legal professional services fees, allocated costs and other corporate expenses. Sales and marketing includes brand marketing,
    marketing materials, and media management.                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Warranty
    expense.Our warranty expenses consist primarily of associated material product costs, labor costs for technical support
    staff, and other associated overhead. Warranty costs are expensed as they are incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Foreign
    currency exchange.Our foreign currency exchange consists primarily of foreign exchange fluctuations recorded in Canadian
    dollar (CAD), British Pounds (GBP), or Euro (EUR) at the rates of exchange in effect when the transaction occurred.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Finance
    costs.Our finance costs consist primarily of investor interest expense, investor commission fees, and other financing
    charges for obtaining debt financing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



27







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



Additional
Capital



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



Results
of Operations



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



|                                               |  | Three Months ended |            |   | Increase (Decrease) |  |          | Nine months ended |  |  | Increase (Decrease) |  
|---------------------------------------------- |  | ------------------ | ---------- | - | ------------------- |  | -------- | ----------------- |  |  | ------------------- | -
|                                               |  | 30-Sept-18         |            |   | 30-Sept-17          |  |          | 2018 – 2017       |  |  | 30-Sept-18          |  
|                                               |  | ($)                |            |   | ($)                 |  |          | (%)               |  |  | ($)                 |  
|Revenues                                       |  | $                  | 708,963    |   |                     |  | 303,151  |                   |  |  | 133.9               | %
|Cost of revenue                                |  |                    | 26,091     |   |                     |  | 121,072  |                   |  |  | -78.5               | %
|Gross profit                                   |  |                    | 682,872    |   |                     |  | 182,079  |                   |  |  | -275.0              | %
|                                               |  |                    |            |   |                     |  |          |                   |  |  |                     |  
|Operating expenses:                            |  |                    |            |   |                     |  |          |                   |  |  |                     |  
|Compensation expense                           |  |                    | 181,737    |   |                     |  | 151,383  |                   |  |  | 20.1                | %
|General and administrative expense             |  |                    | 341,481    |   |                     |  | 299,488  |                   |  |  | 14.0                | %
|Warranty expense                               |  |                    | 2,179      |   |                     |  | 18,354   |                   |  |  | -88.1               | %
|Bad debt                                       |  |                    | 39,163     |   |                     |  | 21,670   |                   |  |  | 80.7                | %
|Depreciation and amortization expense          |  |                    | 3,427      |   |                     |  | 8,668    |                   |  |  | -60.5               | %
|Total operating expenses                       |  |                    | 567,987    |   |                     |  | 499,563  |                   |  |  | 13.7                | %
|Income (loss) from operations                  |  |                    | 114,885    |   |                     |  | (317,484 | )                 |  |  | -136.2              | %
|                                               |  |                    |            |   |                     |  |          |                   |  |  |                     |  
|Other income (expense):                        |  |                    |            |   |                     |  |          |                   |  |  |                     |  
|Foreign currency exchange gain                 |  |                    | 234,109    |   |                     |  | 297,333  |                   |  |  | -21.3               | %
|Other (expenses) income                        |  |                    | -          |   |                     |  | (465     | )                 |  |  | -100.0              | %
|Change in fair value of derivative liabilities |  |                    | (120,312   | ) |                     |  | (134,220 | )                 |  |  | -10.4               | %
|Loss on extinguishment of debt                 |  |                    | (4,494,554 | ) |                     |  | -        |                   |  |  | 100.0               | %
|Finance costs                                  |  |                    | (728,840   | ) |                     |  | (439,467 | )                 |  |  | 65.8                | %
|Total other expense                            |  |                    | (5,109,597 | ) |                     |  | (276,819 | )                 |  |  | 1745.8              | %
|                                               |  |                    |            |   |                     |  |          |                   |  |  |                     |  
|Provision for income taxes expense (benefit)   |  |                    | -          |   |                     |  | -        |                   |  |  | -                   | %
|Net loss                                       |  |                    | (4,994,712 | ) |                     |  | (594,303 | )                 |  |  | 740.4               | %



28







We
recognized a net loss of $4,994,712 for the three-month period ended September 30, 2018, which was $4,400,409 or 740.4% more than
the net loss of $594,303 for the three-month period ended September 30, 2017. The primary reasons are attributable to the $4,494,554
loss on extinguishment of debt recorded in the current period relating to the conversion and settlement of convertible debt and
$728,840 finance costs on outstanding debt.



We
recognized a net loss of $9,316,119 for the nine-month period ended September 30, 2018, which was $7,359,983 or 376.3% more than
the net loss of $1,956,136 for the nine-month period ended September 30, 2017. The primary reasons are attributable to the $6,658,785
loss on extinguishment of debt recorded in the current period relating to the conversion and settlement of convertible debt and
$2,245,908 finance costs on outstanding debt.



Comparison
of the three and nine months ended September 30, 2018 and 2017:



Revenue



|        |  | For the Three Months Ended
                                                                                September 30, |         |  | For the Nine Months Ended
                                                                                September 30, |  
|------- |  | ------------------------------------------------------------------------------------------------------------------------ | ------- |  | ----------------------------------------------------------------------------------------------------------------------- | -
|        |  | 2018                                                                                                                     |         |  | 2017                                                                                                                    |  
|        |  |                                                                                                                          |         |  |                                                                                                                         |  
|Revenue |  | $                                                                                                                        | 708,963 |  |                                                                                                                         | $



Revenue
increased by $405,812 or 133.9%, for the three months ended September 30, 2018 as compared to the three months ended September
30, 2017. Revenue increased by $81,282 or 8.3% for the nine months ended September 30, 2018 as compared to the nine months ended
September 30, 2017.



Sales
increased as the result of aggressive marketing and installation of the new infinity suite of products.



Cost
of Revenue



|                |  | For the Three Months Ended
                                                                                September 30, |        |  | For the Nine Months Ended
                                                                                September 30, |  
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------ | ------ |  | ----------------------------------------------------------------------------------------------------------------------- | -
|                |  | 2018                                                                                                                     |        |  | 2017                                                                                                                    |  
|                |  |                                                                                                                          |        |  |                                                                                                                         |  
|Cost of revenue |  | $                                                                                                                        | 26,091 |  |                                                                                                                         | $



Cost
of revenue decreased by $26,091, or 78.5%, for the three months ended September 30, 2018 as compared to the three months September
30, 2017. The table below outlines the differences in detail:



|                        |  | For the Three Months Ended |       
|----------------------- |  | -------------------------- | ------
|                        |  | September 30, 2018         |       
|Cost of Goods           |  | $                          | 13,133
|Mapping & Freight Costs |  |                            | 2,892 
|Wireless Fees           |  |                            | 10,066
|Other                   |  |                            | -     
|                        |  | $                          | 26,091



For
the three months ended September 30, 2018 as compared to the three months ended September 30, 2017, the overall decrease was due
to manufacturing and supply efficiencies and better negotiated rates with suppliers, specifically the Company’s wireless
carrier.



29







Cost
of revenue decreased by $202,545, or 62.0%, for the nine months ended September 30, 2018 as compared to the nine months September
30, 2017. The table below outlines the differences in detail:



|                            |  | For
    the Nine Months Ended |        
|--------------------------- |  | ----------------------------- | -------
|                            |  | September
    30, 2018        |        
|Cost
    of Goods           |  | $                             | 77,703 
|Mapping
    & Freight Costs |  |                               | 8,030  
|Wireless
    Fees           |  |                               | 38,239 
|Other                       |  |                               | -      
|                            |  | $                             | 123,972



For
the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017, the overall decrease was due
to manufacturing and supply efficiencies and better negotiated rates with suppliers, specifically the Company’s wireless
carrier.



Compensation
Expense



|                     |  | For the Three Months Ended
                                                                                September 30, |         |  | For the Nine Months Ended
                                                                                September 30, |  
|-------------------- |  | ------------------------------------------------------------------------------------------------------------------------ | ------- |  | ----------------------------------------------------------------------------------------------------------------------- | -
|                     |  | 2018                                                                                                                     |         |  | 2017                                                                                                                    |  
|                     |  |                                                                                                                          |         |  |                                                                                                                         |  
|Compensation Expense |  | $                                                                                                                        | 181,737 |  |                                                                                                                         | $



Compensation
expense increased by $30,352, or 20.1%, for the three months ended September 30, 2018 as compared to the three months ended September
30, 2017. Compensation expense increased by $27,761 or 4.9% for the nine months ended September 30, 2018 as compared to the nine
months ended September 30, 2017. The increase in compensation expense was due to more employees in the period.



General
and Administration Expense



General
& administration expense increased by $41,993 or 14.0% for the three months ended September 30, 2018 compared to the three
months ended September 30, 2017. The table below outlines the differences in detail:



|                                                                                         |  | For the Three Months Ended |        
|---------------------------------------------------------------------------------------- |  | -------------------------- | -------
|                                                                                         |  | September 30, 2018         |        
|Accounting & Legal                                                                       |  | $                          | 107,725
|Marketing & Advertising                                                                  |  |                            | 13,301 
|Subcontractor & Commissions                                                              |  |                            | 109,053
|Hardware                                                                                 |  |                            | 10,660 
|Office Expense, Rent, Software,  Bank & Credit Card Charges,  Telephone, Travel, & Meals |  |                            | 100,742
|                                                                                         |  | $                          | 341,481



For
the three months ended September 30, 2018 as compared to the three months ended September 30, 2017, the overall increase in expenses
is primary related to increases in office expense, rent, software, bank & credit card charges, telephone, travel, & meals
of $53,330 or 112.5% due to additional shipping and travel fees incurred during the period. Accounting and legal increase by $48.556
or 82.1% due to additional legal fees incurred pursuant to new debt agreements. These increases were partially offset by decrease
in subcontractors and commissions of $46,232 or 29.8% due to hiring fewer contract workers.



30







General
& administration expense decreased by $242,209 or 19.9% for the nine months ended September 30, 2018 compared to the nine
months ended September 30, 2017. The table below outlines the differences in detail:



|                                                                                         |  | For the Nine Months Ended |        
|---------------------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                                         |  | September 30, 2018        |        
|Accounting & Legal                                                                       |  | $                         | 252,395
|Marketing & Advertising                                                                  |  |                           | 33,519 
|Subcontractor & Commissions                                                              |  |                           | 230,215
|Hardware                                                                                 |  |                           | 47,900 
|Office Expense, Rent, Software,  Bank & Credit Card Charges,  Telephone, Travel, & Meals |  |                           | 410,945
|                                                                                         |  | $                         | 974,974



For
the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017, the overall decrease in expenses
is primary related to decreases in marketing expenses of $597,356 or 94.7% due to shares issued as compensation for marketing
services in the prior year which were not issued in the current year. This decrease was partially offset by increases in accounting
and legal of $167,299 or 196.6% due to additional legal fees incurred pursuant to new debt agreements. Office expense, rent, software,
bank & credit card charges, telephone, travel, & meals increased by $153,699 or 59.7% due to additional shipping and travel
fees incurred during the period.



Warranty
Expense



|                 |  | For the Three Months Ended
                                                                                September 30, |       |  | For the Nine Months Ended
                                                                                September 30, |  
|---------------- |  | ------------------------------------------------------------------------------------------------------------------------ | ----- |  | ----------------------------------------------------------------------------------------------------------------------- | -
|                 |  | 2018                                                                                                                     |       |  | 2017                                                                                                                    |  
|                 |  |                                                                                                                          |       |  |                                                                                                                         |  
|Warranty Expense |  | $                                                                                                                        | 2,179 |  |                                                                                                                         | $



Warranty
expense decreased by $16,175, or 88.1% for the three months ended September 30, 2018 as compared to the three months ended September
30, 2017. Warranty expense increased by $22,736 or 88.4% for the nine month period ended September 30, 2018 as compared to the
nine month period ended September 30, 2017. Warranty expense for the year to date increased primarily due to the replacement of
cables and batteries for multiple clients of which are expected to last for several years.



As
of September 30, 2018, our balance sheet included a reserve of $137,265 for future warranty costs (September 30, 2017 - $122,120).



Foreign
Currency Exchange



|                                       |  | For the Three Months Ended
                                                                                September 30, |          |   | For the Nine Months Ended
                                                                                September 30, |  
|-------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ | -------- | - | ----------------------------------------------------------------------------------------------------------------------- | -
|                                       |  | 2018                                                                                                                     |          |   | 2017                                                                                                                    |  
|                                       |  |                                                                                                                          |          |   |                                                                                                                         |  
|Foreign currency  exchange (gain) loss |  | $                                                                                                                        | (234,109 | ) |                                                                                                                         | $



For
the three months ended September 30, 2018, we recognized a $234,109 gain in foreign currency transaction as compared to $297,333
gain in foreign currency transaction for the three months ended September 30, 2017. The decrease in gain was primarily exchange
rate fluctuations on payables, receivables, and other foreign exchange transactions denominated in currencies other than the functional
currencies of the legal entities in which the transactions are recorded. Foreign currency fluctuations are primarily from the
Canadian Dollar, Euro and British pound.



31







For
the nine months ended September 30, 2018, we recognized a $83,897 gain in foreign currency transaction as compared to $458,279
gain in foreign currency transaction for the nine months ended September 30, 2017. The decrease in gain was primarily due to exchange
rate fluctuations on payables, receivables, and other foreign exchange transactions denominated in currencies other than the functional
currencies of the legal entities in which the transactions are recorded. Foreign currency fluctuations are primarily from the
Canadian Dollar, Euro and British pound.



Derivative
Expense



|                                     |  | For the Three Months Ended
                                                                                September 30, |         |  | For the Nine Months Ended
                                                                                September 30, |  
|------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------ | ------- |  | ----------------------------------------------------------------------------------------------------------------------- | -
|                                     |  | 2018                                                                                                                     |         |  | 2017                                                                                                                    |  
|                                     |  |                                                                                                                          |         |  |                                                                                                                         |  
|Unrealized (gain) loss on derivative |  | $                                                                                                                        | 120,312 |  |                                                                                                                         | $



Derivative
loss decreased by $13,908 or 10.4%, for the three months ended September 30, 2018 as compared to the three months ended September
30, 2017 due to the change in fair value as of September 30, 2017 triggering of unrealized gains on derivative instruments in
the current quarter ending on convertible notes payable. The change in fair value was impacted heavily due to the volatility in
the Company’s stock price.



Derivative
loss decreased by $319,755 to a gain of $277,205 or 751.5%, for the nine months ended September 30, 2018 as compared to the nine
months ended September 30, 2017 due to the change in fair value as of September 30, 2017 triggering of unrealized gains on derivative
instruments in the current quarter ending on convertible notes payable. The change in fair value was impacted heavily due to the
volatility in the Company’s stock price.



Finance
Costs



|              |  | For the Three Months Ended
                                                                                September 30, |         |  | For the Nine Months Ended
                                                                                September 30, |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------ | ------- |  | ----------------------------------------------------------------------------------------------------------------------- | -
|              |  | 2018                                                                                                                     |         |  | 2017                                                                                                                    |  
|              |  |                                                                                                                          |         |  |                                                                                                                         |  
|Finance costs |  | $                                                                                                                        | 728,840 |  |                                                                                                                         | $



Finance
costs increased by $289,373 or 65.8%, for the three months ended September 30, 2018 as compared to the three months ended September
30, 2017. Finance costs increased by $1,136,723 or 102.5% for the nine months ended September 30, 2018 as compared to the nine
months ended September 30, 2017. Significant finance costs were incurred in relation to the restructuring work, which resulted
in additional accretion and extinguishment of debt costs.



Net
Loss



|         |  | For the Three Months Ended
                                                                                September 30, |            |   | For the Nine Months Ended
                                                                                September 30, |  
|-------- |  | ------------------------------------------------------------------------------------------------------------------------ | ---------- | - | ----------------------------------------------------------------------------------------------------------------------- | -
|         |  | 2018                                                                                                                     |            |   | 2017                                                                                                                    |  
|         |  |                                                                                                                          |            |   |                                                                                                                         |  
|Net loss |  | $                                                                                                                        | (4,994,712 | ) |                                                                                                                         | $



As
a result of the above factors, net loss increased by $4,400,409 or 740.4% for the three months ended September 30, 2018 as compared
to the three months ended September 30, 2017. The overall increase was primarily due to the $5,109,597 in other expenses inclusive
of losses on extinguishment of debt of $4,494,554 and finance costs of $728,840. This was partially offset by a foreign currency
gain of $234,109.



As
a result of the above factors, net loss increased by $7,359,983 or 376.3% for the nine month period ended September 30, 2018 as
compared to the nine months ended September 30, 2017. The overall increase was primarily due to the $8,543,591 in other expenses
inclusive of losses on extinguishment of debt of $6,658,785 and finance costs of $2,245,908. This was partially offset by a gain
on change in derivative instruments of $277,205 and foreign currency gain of $83,897.



32







Liquidity
and Capital Resources



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



We
had cash in the amount of $55,166 as of September 30, 2018, as compared to $5,488 as of December 31, 2017. We had a working capital
deficit of $7,207,275 as of September 30, 2018 compared to working capital deficit of $8,487,059 as of December 31, 2017.



Liquidity
and Financial Condition



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



Working
Capital



|                    |  | At September 30, 2018 |            |   | At December 31, 2017 |  
|------------------- |  | --------------------- | ---------- | - | -------------------- | -
|Current Assets      |  | $                     | 700,502    |   |                      | $
|Current Liabilities |  | $                     | 7,907,777  |   |                      | $
|Working Capital     |  | $                     | (7,207,275 | ) |                      | $



Cash
Flow Analysis



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



|                                                             |  | September 30, |           
|------------------------------------------------------------ |  | ------------- | ----------
|                                                             |  | 2018          |           
|                                                             |  |               |           
|Net cash (used in) provided by operating activities          |  | $             | (1,124,073
|Net cash (used in) provided by investing activities          |  |               | (2,670    
|Net cash provided by financing activities                    |  |               | 1,328,659 
|Net (decrease) increase in cash                              |  |               | 201,916   
|Effect of exchange rate changes on cash and cash equivalents |  |               | (152,238  
|Cash at beginning of period                                  |  |               | 5,488     
|Cash at end of period                                        |  | $             | 55,166    



Net
Cash (Used in) Provided by Operating Activities. During the nine months ended September 30, 2018, cash used in operations
totaled $1,124,073. This reflects the net loss of $9,316,119 less amounts provided by changes in operating assets and liabilities
and adjustments for non-cash items. Cash provided by working capital and adjustments for non-cash items was primarily impacted
by adjustments from fair valuing derivative liabilities of $277,205, a loss on extinguishment of debt of $6,658,785, and accretion
of discounts on convertible debt totaling $1,416,573.



Net
Cash (Used in) Provided by Investing Activities. Investing activities reduced cash by $2,670 in the nine months ended
September 30, 2018, related to the purchase of property, plant and equipment and intangible assets, and decreased cash by $nil
for the nine months ended September 30, 2017.



Net
Cash (Used in) Provided by Financing Activities. Net cash from financing activities during the nine months ended September
30, 2018 totaled $1,328,659, primarily from various note and loan facilities entered during the period and from proceeds for the
issuance of shares. Net cash provided by financing activities during the nine months ended September 30, 2017 was $766,434 from
various note and loan facilities entered during the period and from proceeds for the issuance of shares.



33







Outstanding
Indebtedness



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



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



| | ● | Unsecured
    loan payable in the amount of $193,125 bearing interest at 15% per annum and due on demand;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured
    loan payable in the amount of $317,500 bearing interest at 18% per annum;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured
    note payable in the amount of $47,244, bearing interest at 36% per annum, matured and in default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured
    loan payable in the amount of $250,000, bearing interest at 10% per annum, with a minimum interest amount of $25,000, mature
    and in default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured
    loan payable in the amount of $250,000, bearing interest at 10% per annum, is due on demand, and convertible into common shares
    at $1.75 per share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible note payable to related party in the amount of $310,000, bearing interest at 5% per annum, mature and in default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Senior
    secured, convertible note payable in the amount of $245,889 interest 8% per annum. Repayable in cash or common shares at the
    lower of (i) twelve cents ($0.12) and (ii) the closing sales price of the Common Stock on the date of conversion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible note payable in the amount of $81,470 interest 10% per annum. Matures on July 17, 2018. Principal is repayable
    in cash or common shares at the lower of (i) nine cents ($0.06) (ii) 55% of the lowest trading price during the 20 Trading
    Days immediately preceding the date of conversion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible promissory note in the principal amount of up to $900,000, bears interest at 12% per annum, is convertible into
    common shares after 180 days from issuance date at a conversion price equal to the lessor of (i) the lowest trading price
    during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price
    during the previous fifteen days prior to the latest complete trading day prior to the conversion date. As at September 30,
    2018, the Company has received $665,000 from the note. $300,000 was due on September 19, 2018 and was assigned to another
    lender along with accrued interest on August 31, 2018. $166,667 is due on November 3, 2018 and $198,333 is due on November
    3, 2018. Interest will be accrued and payable at the time of promissory note repayment; | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible note payable in the amount of $14,408, bears interest 10% per annum and matures on March 2, 2019. Principal is
    repayable in cash or common shares at the lower of (i) three cents ($0.03) and (ii) lowest Trading Price during the previous
    twenty five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible promissory note in the principal amount of $103,000, bears interest at 10% per annum, is due on March 2, 2019,
    and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen
    trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment;                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible note payable in the principal amount of $51,500, bears interest at 10% per annum, is due on February 8, 2019,
    and is convertible into common shares at a conversion price equal to the lower of (i) 32% discount off of the lowest intra-day
    trading price during previous (10) trading days immediately preceding a conversion date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible note payable in the principal amount of $180,000, bears interest at 10% per annum, is due on February 28, 2019,
    and is convertible into common shares at a conversion price equal to the lower of (i) 32% discount off of the lowest intra-day
    trading price during previous (15) trading days immediately preceding a conversion date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ● | Unsecured,
    convertible note payable in the principal amount of $140,401, bears interest 10% per annum, is due on August 2, 2018, and
    is convertible into common shares at a conversion price equal to the lower of (i) lowest trading price during previous (25)
    trading days prior to the date of note or (ii) lowest trading price during previous (25) trading days prior to the date of
    conversion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 



34







| | ● | Unsecured,
    convertible promissory note in the principal amount of $226,000, bears interest at 12% per annum, is due on August 31, 2019,
    and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen
    trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time
    of promissory note repayment;                          | 
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | ● | Unsecured
loan payable in the amount of $88,065 matured and in default; and                                                                                                                                                                                                                                                                                                                                                                                                | 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | ● | Unsecured,
convertible note payable in the principal amount of $315,878, bears interest 12% per annum, is due on demand, and is convertible
into common shares at a conversion price equal to the lower of (i) the lowest trading price during the previous fifteen trading
days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior
to the latest complete trading day prior to the conversion date. | 



Preferred
Stock Redemption Obligations



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



| | ● | On
    or before August 1, 2016, we must complete a financing for gross proceeds of at least $2.5 million and use at least $1.125
    million to redeem a minimum of 900,000 Series A Shares;                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                            
| | ● | On
    or before September 1, 2016, we must complete an additional financing for gross proceeds of at least $2.5 million and use
    at least $1.125 million to redeem a minimum of 900,000 additional Series A Shares; and
| |   |                                                                                                                                                                                                                            
| | ● | On
    or before October 1, 2016, we must complete an additional financing for gross proceeds of at least $5.0 million and use at
    least $3.14 million to redeem the remaining 2,509,384 Series A Shares.               



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



As
described in Note 10 above, on August 27, 2018, pursuant to a debt exchange agreement, the Company exchanged all 4,229,384 issued
and outstanding DSG TAG Series A Shares with a fair value of $5,873,481 ($7,627,303 CDN), 51 and 3,000,000 shares of Series B
and Series E preferred shares, respectively.



Related
party transactions



As
at September 30, 2018, we owed $119,692 ($154,952 CDN) (December 31, 2017 - $205,963 ($258,381 CDN)) to our President, CEO, and
CFO for management fees, which has been recorded in accounts payable and accrued liabilities. The amounts owed, and owing are
unsecured, non-interest bearing, and due on demand. During the nine months ended September 30, 2018 the Company paid or accrued
$150,000 ($194,175 CDN) in management fees to the President, CEO, and CFO of the Company.



As
at September 30, 2018, we owed $13,480 ($17,450 CDN) (December 31, 2017 - $4,273 ($27,950 CDN)) to a Company controlled by the
son of our President, CEO, and CFO. The balance owing has been recorded in accounts payable and accrued liabilities. The amount
owing is unsecured, non-interest bearing, and due on demand.



35







Prospective
Capital Needs



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



|Estimated Expenses for the Twelve-Month Period ending September 30, 2019
|------------------------------------------------------------------------
|Management compensation                                                 
|Professional fees                                                       
|General and administrative                                              
|Total                                                                   



During
the nine months ended September 30, 2018, cash used in operations totaled $1,276,311. The relatively low level of cash used compared
to our estimated working capital needs in the future was the result of an accumulation of vendor payables, customer receivables,
and an increasing loan payable balance. We need to reduce the current level of payables in the near future to keep a good relationship
with our vendors and expand our sales and service team to achieve our operational objectives. At present, our cash requirements
for the next 12 months outweigh the funds available. Of the $2,550,000 that we require for the next 12 months, we had $55,166
in cash as of September 30, 2018, and a working capital deficit of $7,207,275. Our principal sources of liquidity are cash generated
from product sales and debt financings. In order to achieve sustained profitability and positive cash flows from operations, we
will need to increase revenue and/or reduce operating expenses. Our ability to maintain, or increase, current revenue levels to
achieve and sustain profitability will depend, in part, on demand for our products.



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



Off-Balance
Sheet Transactions



We
do not have any off-balance sheet arrangements.



Critical
Accounting Policies and Estimates



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



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



Item
3. Quantitative and Qualitative Disclosures About Market Risk



Not
Applicable



36







Item
4. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



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



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



The
matters involving internal controls and procedures that our management considers to be material weaknesses under COSO and SEC
rules are: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S.
GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.
The aforementioned potential material weaknesses were identified by our Chief Financial Officer in connection with the preparation
of our financial statements as of September 30, 2018, who communicated the matters to our management and board of directors. Management
believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our financial results.
However, the lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures, can impact our financial statements for future years.



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



Management’s
Remediation Initiatives



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



We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal control over
financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments
in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of
controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls
effectiveness to future periods are subject to risks.



37







PART
II: OTHER INFORMATION



ITEM
1. LEGAL PROCEEDINGS



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



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



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



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



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



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



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



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



38







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



ITEM
1A. RISK FACTORS



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



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



Subsequent
to September 30, 2018, the Company issued:



| | ● | 327,233,459
    shares of common stock to settle outstanding convertible debentures.
| | - | ------------------------------------------------------------------------------------
| |   |                                                                                     
| | ● | 95,000,000
    shares of common stock for services.                                 
| |   |                                                                                     
| | ● | 173,712,000
    shares of common stock to settle outstanding debt.                  



Item
3. Defaults Upon Senior Securities



None.



Item
4. Mine Safety Disclosures



Not
Applicable.



Item
5. Other Information



Not
Applicable.



39







Item
6. Exhibits



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



40









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



41









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



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



42







SIGNATURES



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



|Date:
    December 18, 2018 | DSG
    Global Inc.
|--------------------------- | -------------------
|                            | (Registrant)       
|                            |                    
|                            | By:                
|                            |                    
|                            |                    
|                            |                    
|                            |                    



43