UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2021

 

or

 

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

 

For the transition period from ___________ to ___________

 

Commission File Number 000-55648

 

INNOVATIVE PAYMENT SOLUTIONS, INC

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   33-1230229
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     

56B 5th Street, Lot 1

Carmel By The Sea, CA

  93921
Address of Principal Executive Offices   Zip Code

 

(866) 477-4729

Registrant’s Telephone Number, Including Area Code

 

56B 5th Street, Lot 1, Carmel by the Sea, CA 93921

 

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

 

19355 Business Center Drive., #9, Northridge CA 91324

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

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

 

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

 

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

 

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

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Number of shares of common stock outstanding as of November 12, 2021 was 367,901,679.

 

 

 

 

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

 

The Company is focused on operating and developing e-wallets that enable consumers to deposit cash, convert it into a digital form and remit the funds to Mexico and other countries quickly and securely. The Company’s first e-wallet, the Beyond Wallet, is currently operational. The Company’s flagship e-wallet, IPSIPay, is in final stages of development and testing. Previously the Company intended to invest in physical kiosks, which required the user presence at the kiosk location. The Company still intends to use its existing kiosks in certain target markets within Southern California. The kiosks are currently located in the Company’s warehouses in Southern California awaiting the installation of a suitable payment platform before deployment.

 

The Company continues to monitor the continuous impact of COVID-19 closely. The extent to which COVID-19 will continue to impact the Company’s operations, ability to obtain financing or future financial results is uncertain.

  

Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, statements contained in this Report, including but not limited to, the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward-looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” or similar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

 

NOTE REGARDING COMPANY REFERENCES

 

Throughout this Report, “IPSI,” the “Company,” “we,” “us” and “our” refer to Innovative Payment Solutions, Inc.

 

 

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

 

Index

 

    Page
PART I. FINANCIAL INFORMATION  
Item 1. Condensed Consolidated Financial Statements (unaudited)   F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   1
Item 3. Quantitative and Qualitative Disclosures About Market Risks   6
Item 4. Controls and Procedures   6
       
PART II. OTHER INFORMATION  
Item 1. Legal Proceedings   7
Item 1A. Risk Factors   7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   7
Item 3. Defaults Upon Senior Securities   7
Item 4. Mine Safety Disclosures   7
Item 5. Other Information   7
Item 6. Exhibits   8

 

i

 

 

Item 1.

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

 

TABLE OF CONTENTS

 

September 30, 2021

 

Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020   F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and nine months ended September 30, 2021 and 2020 (unaudited)   F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months and nine months ended September 30, 2021 and 2020 (unaudited)   F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, (unaudited)   F-5
Notes to the Unaudited Condensed Consolidated Financial Statements   F-6 – F-32

 

F-1

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    September 30,     December 31,  
    2021     2020  
    (Unaudited)        
Assets            
             
Current Assets            
Cash   $ 6,531,153     $ 94,703  
Other current assets     59,105       5,270  
Total Current Assets     6,590,258       99,973  
                 
Non-current assets                
Plant and equipment     33,441       37,500  
Intangible assets     250,000       -  
Right of use asset    
-
      51,926  
Security deposit     4,800       4,000  
Investment     500,001       1  
Total Non-Current Assets     788,242       93,427  
Total Assets   $ 7,378,500     $ 193,400  
                 
Liabilities and Stockholders’ Equity (Deficit)                
                 
Current Liabilities                
Accounts payable and accrued liabilities   $ 453,273     $ 461,577  
Related party payables     29,850       4,000  
Federal relief loans     60,292       60,292  
Loans payable     571       23,633  
Convertible debt, net of unamortized discount of $778,400 and $980,852, respectively     1,403,451       903,641  
Operating lease liability    
-
      44,134  
Derivative liability     820,965       2,966,416  
Total Current Liabilities     2,768,402       4,463,693  
                 
Non-Current Liabilities                
Federal relief loans     156,935       152,728  
Operating lease liability    
-
      7,792  
Total Non-Current Liabilities     156,935       160,520  
Total Liabilities     2,925,337       4,624,213  
                 
Stockholders’ Equity (Deficit)                
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020.    
-
     
-
 
Common stock, $0.0001 par value; 500,000,000 shares authorized, 367,901,679 and 193,637,747 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.     36,789       19,363  
Additional paid-in-capital     45,299,411       23,179,399  
Accumulated deficit     (40,883,037 )     (27,629,575 )
Non-controlling interest    
-
     
-
 
Total Stockholders’ Equity (Deficit)     4,453,163       (4,430,813 )
Total Liabilities and Stockholders’ Equity   $ 7,378,500     $ 193,400  

 

See notes to the unaudited condensed consolidated financial statements.

 

F-2

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

    Three months ended     Three months ended     Nine months ended     Nine months ended  
    September 30,     September 30,     September 30,     September 30,  
    2021     2020     2021     2020  
                         
Net Revenue   $
-
    $
-
    $
-
    $
-
 
                                 
Cost of Goods Sold    
-
     
-
     
-
     
-
 
                                 
Gross profit    
-
     
-
     
-
     
-
 
                                 
General and administrative    

2,747,693

      336,879      

9,457,134

      1,289,542  
Depreciation and amortization     4,642       4,166       13,293       8,333  
Total Expense    

2,752,335

      341,045      

9,470,427

      1,297,875  
                                 
Loss from Operations     (2,752,335 )     (341,045 )     (9,470,427 )     (1,297,875 )
                                 
Investment impairment charge    
-
      -      
-
      (1,019,960 )
Loss on debt conversion    
-
      (283,336 )     (5,184,447 )     (433,610 )
Loss on settlement of liabilities    
-
     
-
     
-
      (50,082 )
Interest expense     (53,903 )     (253,487 )     (174,587 )     (337,575 )
Amortization of debt discount     (515,200 )     (428,282 )     (3,138,452 )     (801,460 )
Derivative liability movements     1,578,361       (380,556 )     4,714,451       (101,945 )
Other (expense) income    
-
      (20,000 )    
-
      (40,000 )
Loss before Income Taxes     (1,743,077 )     (1,706,706 )     (13,253,462 )     (4,082,507 )
                                 
Income Taxes    
-
     
-
     
-
     
-
 
                                 
Net Loss   $ (1,743,077 )   $ (1,706,706 )   $ (13,253,462 )   $ (4,082,507 )
                                 
Basic and diluted loss per share   $ (0.00 )   $ (0.01 )   $ (0.04 )   $ (0.02 )
                                 
Weighted Average Number of Shares Outstanding – Basic and diluted     364,722,331       181,960,300      

323,034,956

      164,604,005  

 

See notes to the unaudited condensed consolidated financial statements

 

F-3

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY (DEFICIT)

  

    Preferred Stock     Common Stock     Additional
Paid-in
    Accumulated     Total
Stockholders’
 
    Shares     Amount     Shares     Amount     Capital     Deficit     Deficit  
Balance as of December 31, 2020     -     $
-
      193,637,747     $ 19,363     $ 23,179,399     $ (27,629,575 )   $ (4,430,813 )
Warrants exercised     -       -       44,074,284       4,407       2,199,307      
-
      2,203,714  
Share subscriptions     -       -       30,333,334       3,033       4,546,967      
-
      4,550,000  
Share issue expenses     -      
-
      -      
-
      (501,100 )    
-
      (501,100 )
Conversion of debt to equity     -      
-
      61,793,616       6,179       7,437,488      
-
      7,443,668  
Fair value of warrants issued as compensation     -      
-
      -      
-
      4,327,899      
-
      4,327,899  
Stock based compensation     -      
-
      2,500,000       250       213,499      
-
      213,749  
Net loss     -      
-
      -      
-
     
-
      (11,394,106 )     (11,394,106 )
Balance as of March 31, 2021     -     $
-
      332,338,981     $ 33,233     $ 41,403,459     $ (39,023,681 )   $ 2,413,011  
Warrants exercised     -       -       16,112,698       1,611       804,024       -       805,635  
Shares issued for services     -       -       8,000,000       800       775,200       -       776,000  
Stock based compensation                 -      
            -
      -      
-
      72,141      
-
      72,141  
Net loss     -      
-
                              (116,279 )     (116,279 )
Balance as of June 30, 2021     -     $
-
      356,451,679     $ 35,644     $ 43,054,824     $ (39,139,960 )   $ 3,950,508  
Shares issued for services     -       -       5,650,000       565       442,485       -       443,050  
Stock based compensation     -       -       5,800,000       580       1,802,102       -       1,802,682  
Net loss     -       -       -       -       -       (1,743,077 )     (1,743,077 )
Balance as of September 30, 2021     -     $ -       367,901,679     $ 36,789     $ 45,299,411     $ (40,883,037 )   $ (4,453,163 )

 

    Preferred Stock     Common Stock     Additional
Paid-in
    Accumulated     Accumulated
Other
Comprehensive
    Total
Stockholders’
 
    Shares     Amount     Shares     Amount     Capital     Deficit     Income     Deficit  
                                                 
Balance as of December 31, 2019            -     $
           -
      128,902,124     $ 12,890     $ 21,579,022     $ (22,185,031 )   $                    -     $ (593,119 )
Settlement of liabilities     -      
-
      2,504,110       250       99,914       -       -       100,164  
Conversion of debt to equity     -      
-
      1,692,764       169       105,966       -       -       106,135  
Shares issued for services     -      
-
      535,714       54       29,946       -       -       30,000  
Share subscriptions     -      
-
      1,400,000       140       32,860       -       -       33,000  
Stock based compensation     -      
-
      2,000,000       200       87,800       -       -       88,000  
Fair value of Restricted Stock Awards     -      
-
      20,495,000       2,050       311,781       -       -       313,831  
Net loss     -      
-
      -      
-
     
-
      (1,398,063 )     -       (1,398,063 )
Balance as of March 31, 2020     -      
-
      157,529,712       15,753       22,247,289       (23,583,094 )    
-
      (1,320,052 )
Conversion of debt to equity     -      
-
      5,330,737       533       154,933       -       -       155,466  
Shares issued for services     -      
-
      282,146       28       13,472      
-
     
-
      13,500  
Fair value of Restricted Stock Awards     -      
-
      -      
-
      62,765      
-
     
-
      62,765  
Net loss     -      
-
      -      
-
     
-
      (977,738 )    
-
      (977,738 )
Balance as of June 30, 2020            
   -
      163,142,595       16,314       22,478,459       (24,560,832 )    
-
      (2,066,059 )
Conversion of debt to equity     -      
-
      27,978,744       2,798       505,159      
-
     
-
      507,957  
Fair value of Restricted Stock Awards     -      
-
      -      
-
      62,766      
-
     
-
      62,766  
Net loss     -      
-
      -      
-
     
-
      (1,706,706 )    
        -
      (1,706,706 )
Balance at September 30, 2020     -     $
-
      191,121,339     $ 19,112     $ 23,046,384     $ (26,267,538 )   $
     -
    $ (3,202,042 )

 

See notes to the unaudited condensed consolidated financial statements.

 

F-4

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    Nine months
ended
    Nine months
ended
 
    September 30,     September 30,  
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss   $ (13,253,462 )   $ (4,082,507 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Derivative liability movements     (4,714,451 )     101,945  
Depreciation     13,293       8,333  
Amortization of debt discount     3,138,452       801,460  
Investment impairment charge    
-
      1,019,960  
Loss on conversion of debt to equity     5,184,447       433,610  
Loss on settlement of liabilities    
-
      50,164  
Deposit forfeited     4,000      
-
 
Shares issued for services     1,219,050       43,500  
Stock based compensation    

6,416,471

      527,362  
Amortization of right of use asset     17,857       24,451  
Changes in Assets and Liabilities                
Other current assets     (53,834 )     42,390  
Accounts payable and accrued expenses     17,545       95,227  
Operating lease liabilities     (17,857 )     (24,451 )
Interest accruals     144,773       7,253  
CASH USED IN OPERATING ACTIVITIES     (1,883,716 )     (951,303 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Investment in Frictionless Financial Technologies Inc.     (500,000 )    
-
 
Intangibles acquired     (250,000 )        
Deposits paid     (4,800 )    
-
 
Plant and equipment purchased     (9,234 )     (50,000 )
NET CASH USED IN INVESTING ACTIVITIES     (764,034 )     (50,000 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from share issuances     4,550,000       33,000  
Share issue expenses     (501,100 )    
-
 
Proceeds from warrants exercised     3,009,349      
-
 
Proceeds from loans payable             85,000  
Repayment of loans payable     (22,049 )     (104,500 )
Repayment of convertible notes     (521,000 )     (703,164 )
Proceeds from short term notes and convertible notes     2,569,000       1,602,100  
Proceeds from federal relief funds    
-
      210,292  
NET CASH PROVIDED BY FINANCING ACTIVITIES     9,084,200       1,122,728  
                 
NET INCREASE (DECREASE) IN CASH     6,436,450       121,425  
CASH AT BEGINNING OF PERIOD     94,703       2,979  
CASH AT END OF PERIOD   $ 6,531,153     $ 124,404  
                 
CASH PAID FOR INTEREST AND TAXES:                
Cash paid for income taxes   $
-
    $
-
 
Cash paid for interest   $ 29,813     $ 340,242  
NON CASH INVESTING AND FINANCING ACTIVITIES                
De-recognition of right of use lease on early termination   $ 34,070     $
-
 
Recognition of right of use lease   $
-
    $ 86,741  
Conversion of convertible debt to equity   $ 2,259,221     $ 769,558  
Settlement of liabilities with equity   $
-
    $ 100,164  

  

See notes to the unaudited condensed consolidated financial statements.

 

F-5

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1 ORGANIZATION AND DESCRIPTION OF BUSINESS

 

a) Organization

 

On May 12, 2016, Innovative Payment Solutions, Inc. (formerly known as QPAGOS and Asiya Pearls, Inc.), a Nevada corporation (“IPSI” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of IPSI (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation of the Merger.

 

Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of IPSI common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, IPSI assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 621,920 shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPSI stockholder of 500,000 shares of Common Stock agreed to return to IPSI 497,500 shares of Common Stock held by such holder and the then-current IPSI stockholder retained an aggregate of 2,500 shares of Common Stock and the other stockholders of IPSI retained 500,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 4,992,900 shares of IPSI common stock which represented approximately 91% of the outstanding Common Stock.

 

The Merger was treated as a reverse acquisition of IPSI, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation was treated as the acquirer for accounting and financial reporting purposes while IPSI was treated as the acquired entity for accounting and financial reporting purposes.

 

Qpagos Corporation (“Qpagos”) was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. (“Qpagos Mexico”) and Redpag Electrónicos S.A.P.I. de C.V. (“Redpag”). Each of the entities were incorporated in November 2013 in Mexico.

 

Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag was formed to deploy and operate kiosks as a distributor.

 

On May 27, 2016 Asiya changed its name to QPAGOS.

 

On June 1, 2016, the board of directors of QPAGOS (the “Board”) changed the Company’s fiscal year end from October 31 to December 31.

 

On November 1, 2019, the Company changed its name from QPAGOS to Innovative Payment Solutions, Inc.

 

Also on November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the Company’s common stock, par value $0.0001 per share (the “common stock”) at a ratio of 1-for-10, effective on November 1, 2019 (the Reverse Stock Split”). As a result of the Reverse Stock Split, each ten pre-split shares of common stock outstanding automatically combined into one new share of common stock without any further action on the part of the holders, and the number of outstanding shares of common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares.

 

On December 31, 2019, Innovative Payment Solutions consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the “Vivi Shares”) of common stock of Vivi Holdings, Inc. (“Vivi” or “Vivi Holdings”) pursuant to a Stock Purchase Agreement dated August 5, 2019 (the “SPA”). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company’s shareholders. Innovative Payment Solutions no longer has any business operations in Mexico and has retained its U.S. operations based in Carmel-By-The-Sea, California.

 

On August 26, 2021, The Company formed a new subsidiary, Beyond Fintech, Inc (“Beyond Fintech”). to acquire a product known as Beyond Wallet from a third party, together with the logo, use of name and implementation of the product into the Company’s technology. The company owns 51% of Beyond Fintech with the other 49% owned by Frictionless Financial Technologies, Inc. (“Frictionless”), in which the Company owns a 10% interest.

 

F-6

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1 ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

 

b) Description of the business

 

Subsequent to the merger of Qpagos Corporation into IPSI and until the divestiture of Qpagos Corporation, Qpagos Mexico and Redpag, the Company’s focus was on the operations of Qpagos Corporation in Mexico. The Company’s current focus is on providing physical and virtual payment services to allow US persons to transfer funds to Mexico and other countries.

 

The Company is focused on operating and developing e-wallets that enable consumers to deposit cash, convert it into a digital form and remit the funds to Mexico and other countries quickly and securely. The Company’s first e-wallet, the Beyond Wallet, is currently operational. The Company’s flagship e-wallet, IPSIPay, is in final stages of development and testing. Previously the Company intended to invest in physical kiosks, which required the user presence at the kiosk location. The Company still intends to use its existing kiosks in certain target markets within Southern California.

 

The Company acquired a 10% strategic interest in Frictionless on June 22, 2021. Frictionless agreed to deliver to the Company, a live fully compliant financial payment Software as a Service solution for use by the Company as a digital payment platform that enables payments within the United states and abroad, including Mexico, together with a service agreement providing a full suite of product services to facilitate the Company’s anticipated product offerings. The Company has an irrevocable right to acquire up to an additional 41% of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired.

 

On August 26, 2021, the Company formed a new subsidiary, Beyond Fintech, in which its owns a 51% stake, with Frictionless owning the remaining 49%. Beyond Fintech acquired an exclusive license to a product known as Beyond Wallet, to further its objective of providing virtual payment services allowing US persons to transfer funds to Mexico and other countries.

 

c) COVID-19 Outbreak

 

In March 2020, the outbreak of COVID-19 (also known as the coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. The Company has continued operating and has recently expanded on its strategy into developing an e-wallet for payment processing which will not require the presence of a physical kiosk.

 

The Company continues to monitor the continuous impact of COVID-19 closely. The extent to which COVID-19 will continue to impact the Company’s operations, ability to obtain financing or future financial results is uncertain.

 

F-7

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 ACCOUNTING POLICIES AND ESTIMATES

 

a) Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2021 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2020, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021.

 

All amounts referred to in the notes to the unaudited condensed financial statements are in United States Dollars ($) unless stated otherwise.

 

b) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of long-lived investments, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

 

c) Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

 

The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

 

F-8

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 ACCOUNTING POLICIES AND ESTIMATES (continued)

 

d) Fair Value of Financial Instruments

 

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company’s estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity.

 

On June 22, 2021, the Company made a strategic investment of $500,000 in Frictionless, whereby Frictionless will provide the Company with software to run its payment platform. The technology has been developed and the Company is currently finalizing its deployment strategy. In future periods, the company will evaluate this investment at fair value using Level 3 inputs based on the Company’s estimate of market value.

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance.

 

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company evaluates the fair value of variably priced derivative liabilities on a quarterly basis and report any movements thereon in earnings.

 

e) Risks and Uncertainties

 

The Company’s operations will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. The global Covid-19 breakout caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities.

 

The Company is focused on operating and developing e-wallets that enable consumers to deposit cash, convert it into a digital form and remit the funds to Mexico and other countries quickly and securely. The Company’s first e-wallet, the Beyond Wallet, is currently operational. The Company’s flagship e-wallet, IPSIPay, is in final stages of development and testing. Previously the Company intended to invest in physical kiosks, which required the user presence at the kiosk location. The Company still intends to use its existing kiosks in certain target markets within Southern California.

 

The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

 

F-9

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 ACCOUNTING POLICIES AND ESTIMATES (continued)

 

f) Recent accounting pronouncements

 

The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the financial statements upon adoption.

 

g) Reporting by Segment

 

No segmental information is required as the Company has not generated any revenue for the nine months ended September 30, 2021 and 2020 and only has one operating segment.

 

h) Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At September 30, 2021 and December 31, 2020, respectively, the Company had no cash equivalents.

 

The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At September 30, 2021, the balance exceeded the federally insured limit of $250,000 by $6,281,153 and at December 31, 2020, the balance did not exceed the federally insured limit.

 

i) Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended September 30, 2021 and December 31, 2020.

 

j) Investments

 

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn’t result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income.

 

F-10

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 ACCOUNTING POLICIES AND ESTIMATES (continued)

 

k) Plant and Equipment

 

Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

 

Description   Estimated Useful Life
Kiosks   7 years
     
Furniture and fixtures   7 years
     
Computer equipment   3 years

 

The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

 

l) Long-Term Assets

 

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets

 

m) Revenue Recognition

 

The Company’s revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue.

 

The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions:

 

  i. identify the contract with a customer;

 

  ii. identify the performance obligations in the contract;

 

  iii. determine the transaction price;

 

  iv. allocate the transaction price to performance obligations in the contract; and

 

  v. recognize revenue as the performance obligation is satisfied.

 

The Company had no revenues during the three and nine months ended September 30, 2021 and 2020.

 

F-11

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 ACCOUNTING POLICIES AND ESTIMATES (continued)

 

n) Share-Based Payment Arrangements

 

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the statement of operations.

 

Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments.

 

Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company’s common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued.

 

o) Derivative Liabilities

 

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

 

p) Income Taxes

 

The Company is based in the US and currently enacted US tax laws are used in the calculation of income taxes.

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of September 30, 2021 and December 31, 2020, there have been no interest or penalties incurred on income taxes.

 

q) Comprehensive income

 

Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, there is no comprehensive income for the periods presented.

 

F-12

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3 LIQUIDITY MATTERS

 

The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the nine months ended September 30, 2021, the Company had a net loss of $13,253,462 and had $6,531,153 in cash. In connection with preparing the financial statements for the nine months ended September 30, 2021, management evaluated the extent of the impact from the COVID-19 pandemic on the Company’s business and its future liquidity for the next twelve months through November 12, 2022.

 

Management has executed the following to address the Company’s liquidity during the nine months ended September 30, 2021:

 

The Company received net proceeds of $1,788,500 after an original issue discount of $255,500 upon its issuance of Senior Secured Convertible Notes in the principal amount of $2,044,000, bearing interest at 10% per annum and maturing on February 16, 2022.

 

Between February 18, 2021 and June 23, 2021 warrants for 60,186,982 shares were exercised by investors at an exercise price of $0.05 per share, for gross proceeds of $3,009,349.

 

On March 17, 2021, the Company entered into Securities Purchase Agreements (the “SPAs”) with several institutional investors, pursuant to which we sold to the Investors in a private placement (i) 30,333,334 shares of our common stock (the “Shares”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 15,166,667 shares of our common stock for gross proceeds of approximately $4,550,000. The combined purchase price for one share of common stock and associated warrant was $0.15.

 

The funding the Company received will be used primarily for development of technology, the digital payment platform and marketing, as well as for working capital and general corporate purposes.

 

If the Company is required to raise additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities.

 

Based on this current business plan, the Company believes its existing cash is sufficient to conduct planned operations for one year from the issuance of the September 30, 2021 financial statements.

 

F-13

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

4 INTANGIBLES

 

On August 26, 2021, The Company formed a new subsidiary, Beyond Fintech. to acquire a product known as Beyond Wallet from a third party, together with the logo, use of name and implementation of the product into the Company’s technology. The company owns 51% of Beyond Fintech with the other 49% owned by Frictionless.

 

    September 30,
2021
    December 31,
2020
 
Purchased Technology   $ 250,000     $
                  -
 

 

5 INVESTMENT

 

Investment in Frictionless Financial Technologies Inc.

 

On June 22, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) with Frictionless, to purchase 150 common shares for gross proceeds of $500,000, representing 10.0% of the outstanding common shares. In terms of the SPA, Frictionless agreed to deliver to the Company on or before August 30, 2021, a live fully compliant financial payment Software as a Service solution for use by the Company as a digital payment platform that enables payments within the United states and abroad, including Mexico, together with a service agreement providing a full suite of product services to facilitate to Company’s anticipated product offerings.

 

The company has undertaken to issue Frictionless a non-restricted, non-dilutable 5 year warrant to purchase 30,000,000 shares of common stock in the Company at an exercise price of $0.15 per share, upon delivery of the financial payment software. As of September 30, 2021, Frictionless had not delivered the software and has accordingly the warrant has not been issued as yet.

 

In the event that Frictionless is unable to deliver the financial payment software on or before June 15, 2022, Frictionless shall immediately refund the $500,000 to the Company, provided non-delivery is not due to Frictionless trademark issues, non-approval by the Company or banking related issues.

 

The Company has the right to appoint and has appointed, one member to the board of directors of Frictionless, which appointee will remain on the board as long as the Company is the holder of the Frictionless common stock.

 

The Company has an irrevocable right to acquire up to an additional 41% of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired.

 

The shares in Frictionless are unlisted as of September 30, 2021.

 

Investment in Vivi Holdings, Inc.

 

Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp, together with its 99.9% ownership interest of Qpagos Corporations’ two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, to Vivi.

 

As consideration for the disposal Vivi issued an aggregate of 2,250,000 Shares of its common stock as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company’s designee, Mr. Andrey Novikov; 33,750 Shares to the Company’s designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company’s designee, Mr. Gaston Pereira.

 

Due to the lack of available information, the Vivi Shares were valued by a modified market method, whereby the value of the assets disposed of were determined by management using the enterprise value of the entire Company less the liabilities and assets retained by the Company.

 

As of September 30, 2021 and September 30, 2020, the Company impaired the carrying value of the investment in Vivi Holdings, Inc by $0 and $1,019,960, respectively, based on Vivi’s indicated timeline for its proposed IPO and fund raising activities, largely impacted by the COVID-19 pandemic. The total impairment as of September 30, 2021 and December 31, 2020 was $1,019,960.

 

The shares in Vivi Holdings, Inc., are unlisted as of September 30, 2021.

 

    September 30,
2021
    December 31,
2020
 
Investment in Frictionless Financial Technologies, Inc.   $ 500,000     $
         -
 
Investment in Vivi Holdings, Inc.     1       1  
    $ 500,001     $ 1  

 

F-14

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6 LEASES

 

The Company entered into a real property lease for office and warehouse space located at 19355 Business Center Drive in Northridge California, Los Angeles County. The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly rental expense is $3,945 per month with no escalations during the term of the lease.

 

The initial value of the right-of-use asset was $86,741 and the operating lease liability was $86,741. The Company monitors for events or changes in circumstances that require a reassessment of its lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset unless doing so would reduce the carrying amount of the right-of-use asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative right-of-use asset balance is recorded as a loss in the statement of operations.

 

Effective June 1, 2021, the Company entered into a Mutual Termination of Lease Agreement with the landlord. The security deposit of $4,000 was forfeited.

 

On March 22, 2021, the Company entered into a real property lease for an office located at 56B 5th Street, Lot 1 Carmel By The Sea, California. The lease commenced on April 1, 2021 and is for a twelve month period, terminating on April 1, 2022. The Company applied the practical expedient whereby operating leases with a duration of twelve months or less are expensed as incurred.

 

Discount Rate

 

To determine the present value of minimum future lease payments for operating leases at February 15, 2020, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”).

 

The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the 5 year ARM interest rate at the time of entering into the agreement and compared that rate to the Company’s weighted average cost of funding at the time of entering into the operating lease. The Company determined that 10.00% was an appropriate incremental borrowing rate to apply to its real-estate operating lease.

 

Right of use assets

 

Right of use assets are included in the unaudited condensed Balance Sheet are as follows:

 

   

September 30,

2021

    December 31,
2020
 
Non-current assets            
Right of use assets, operating leases, net of amortization   $
       -
    $ 51,926  

 

Total Lease Cost

 

Individual components of the total lease cost incurred by the Company is as follows:

 

   

Nine Months Ended
September 30,

2021

    Nine months ended
September 30,
2020
 
Operating lease expense   $ 17,857     $ 29,588  

 

F-15

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6 LEASES (continued)

 

Other lease information:

 

    Nine months ended
September 30,
2021
 
Cash paid for amounts included in the measurement of lease liabilities      
Operating cash flows from operating leases   $ (60,403 )
Remaining lease term – operating lease     6 months  
Discount rate – operating lease     10 %

 

7 FEDERAL RELIEF LOANS

 

Payroll Protection Program loan

 

On May 7, 2020, the Company received a Payroll Protection Program (“PPP”) loan through its bankers, Wells Fargo Bank, amounting to $60,292 earning interest at 1% per annum, maturing on May 5, 2022 and repayable in installments of $2,538 commencing on November 5, 2020. The Company has applied for the loan to be forgiven in whole or in part based on the loan being utilized for payroll costs, continuation of healthcare benefits, mortgage interest payments, rent, utility and interest payments on any other debt obligation. The Company anticipates that the loan will be forgivable and therefore no interest has been accrued on this loan.

 

The company has not made any payments on this loan and is awaiting a determination on its application for forgiveness.

 

Small Business Administration Disaster Relief loan

 

On July 7, 2020, the Company received a Small Business Economic Injury Disaster loan amounting to $150,000, bearing interest at 3.75% per annum and repayable in monthly installments of $731 commencing twelve months after inception with the balance of interest and principal repayable on July 7, 2050. The loan is secured by all tangible and intangible assets of the Company. The proceeds are to be used for working capital purposes to alleviate economic injury caused by the COVID-19 pandemic.

 

The company has accrued interest of $6,935 on this loan as of September 30, 2021.

 

8 LOANS PAYABLE

 

Loans payable consisted of the following:

 

Description   Interest
Rate
    Maturity   September 30,
2021
    December 31,
2020
 
Stanislav Minaychenko     4.0 %   September 16, 2020   $
-
    $ 14,530  
Maxim Pukhoskiy     4.0 %   June 16, 2020    
-
      8,041  
Dieter Busenhart     10.0 %   January 17, 2021     571       1,062  
Total loans payable               $ 571     $ 23,633  

 

Interest expense totaled $0 and $767 for the three months ended September 30, 2021 and 2020, respectively, and $134 and $1,328 for the nine months ended September 30, 2021 and 2020, respectively.

 

Stanislav Minaychenko

 

On December 17, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Stanislav Minaychenko, the Company issued a promissory note to Mr. Minaychenko in settlement of $23,893 owing to him in terms of a service agreement dated September 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020.

 

During the nine months ended September 30, 2021, the Company repaid the aggregate principal sum of $13,893 and interest thereon of $717, thereby extinguishing the note.

 

F-16

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8 LOANS PAYABLE (continued)

 

Maxim Pukhoskiy

 

On December 17, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Maxim Pukhoskiy, the Company issued a promissory note to Mr. Pukhoskiy in settlement of $17,856 owing to him in terms of a service agreement dated May 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020.

 

During the nine months ended September 30, 2021, the Company repaid the aggregate principal sum of $7,656 and interest thereon of $429, thereby extinguishing the note.

 

Dieter Busenhart

 

On July 17, 2020, the Company issued a promissory note to Dieter Busenhart in the aggregate principal amount of $50,000 for net proceeds of $50,000, bearing interest at 10% per annum and maturing on January 17, 2021.

 

During the nine months ended September 30, 2021, the Company repaid the aggregate principal sum of $500.

 

The balance remaining on the promissory note consists of accrued interest of $571.

 

9 CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable consists of the following:

 

Description   Interest
Rate
    Maturity date   Principal     Accrued
Interest
    Unamortized
debt
discount
   

September 30,
2021

Amount, net

   

December 31,
2020

Amount,
net

 
Power Up Lending Group     12 %   July 13, 2021   $
-
    $
-
    $
-
    $
-
    $ 33,057  
                                                     
Cavalry Fund I LP     10 %   June 30, 2021    
-
     
-
     
-
     
-
      157,149  
      10 %   July 31, 2021    
-
     
-
     
-
     
-
      217,248  
      10 %   September 24, 2021    
-
     
-
     
-
     
-
      33,669  
      10 %   August 5, 2021    
-
     
-
     
-
     
-
      63,553  
      10 %   February 3, 2022    
-
      669      
-
      669      
-
 
      10 %   February 16, 2022     572,000       35,909       (217,830 )     390,079      
-
 
                                                     
Mercer Street Global Opportunity Fund, LLC     10 %   August 3, 2021    
-
     
-
     
-
     
-
      288,895  
      10 %   February 3, 2022    
-
     
-
     
-
     
-
     
-
 
      10 %   February 16, 202     572,000       35,909       (217,830 )     390,079      
-
 
                                                     
Iroquois Master Fund Ltd.     10 %   September 16, 2021    
-
      8,041      
-
      8,041       72,835  
      10 %   February 3, 2022    
-
      823      
-
      823      
-
 
                                                     
Mark Geist     10 %   October 20, 2021    
-
     
-
     
-
     
-
      6,206  
                                                     
Bellridge Capital LP.     10 %   November 25, 2021    
-
     
-
     
-
     
-
      31,029  
      10 %   February 16, 2022    
-
     
-
     
-
     
-
     
-
 
      10 %   February 16, 2022     900,000       56,500       (342,740 )     363,911      
-
 
                                                     
Total convertible notes payable               $ 2,044,000     $ 137,851     $ (778,400 )   $ 1,403,451     $ 903,641  

 

F-17

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 CONVERTIBLE NOTES PAYABLE (continued)

 

Interest expense totaled $52,236 and $241,652 and amortization of debt discount totaled $515,200 and $428,282 for the three months ended September 30, 2021 and 2020, respectively, and interest expense totaled $169,695 and $324,953 and amortization of debt discount totaled $3,138,452 and $801,460 for the nine months ended September 30, 2021 and 2020, respectively.

 

The convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the common stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability.

 

The total value of the beneficial conversion feature recorded as a debt discount during the nine months ended September 30, 2021 and 2020 was $2,569,000 and $1,471,234, respectively.

 

Power Up Lending Group Ltd

 

 

On July 13, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power Up Lending Group Ltd for net proceeds of $60,000 after certain expenses. The note had a maturity date of July 13, 2021 and a coupon of 12% per annum. The Company could prepay the note with prepayment penalties that ranged from 115% to 135%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days.

 

On January 11, 2021, the Company repaid the principal sum of $63,000 and accrued interest and penalty interest thereon of $27,083, thereby extinguishing the note. 

 

Cavalry Fund LLP

 

 

On July 1, 2020, the Company closed a transaction with Cavalry Fund I LP (“Cavalry”), pursuant to which the Company received net proceeds of $246,600, after certain expenses in exchange for the issuance of a $300,000 Senior Secured Convertible Note (“Initial Cavalry Note”), with an original issue discount of 12.5% or $37,500, bearing interest at 10% per annum and maturing on June 30, 2021. The Initial Cavalry Note was convertible into shares of common stock at an initial conversion price of $0.035 per share. In addition, the Company issued a warrant exercisable over 8,571,428 shares of common stock at an initial exercise price of $0.05 per share.

 

The Initial Cavalry Note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Initial Note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Cavalry Note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

Between January 4, 2021 and February 3, 2021, the Company received conversion notices from Cavalry, converting the aggregate principal amount of $300,000 and accrued interest thereon of $16,639 into 9,046,826 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the Initial Cavalry Note.

 

F-18

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 CONVERTIBLE NOTES PAYABLE (continued)

 

Cavalry Fund LLP (continued)

 

 

Cavalry had agreed to purchase an additional $300,000 Senior Secured Convertible Note (the “Second Cavalry Note”); from the Company upon the same terms as the Initial Cavalry Note, within three trading days of a registration statement registering the shares of the Company’s common stock issuable under the Initial Cavalry Note and upon exercise of the Warrants that had been issued being declared effective by the SEC. On July 28, 2020 the registration statement was declared effective and on July 31, 2020, the Company received the additional net proceeds of $262,500. In addition, the Company issued a warrant exercisable over 8,571,429 shares of common stock at an initial exercise price of $0.05 per share.

 

The Second Cavalry Note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Second Note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Second Cavalry Note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

Between February 8, 2021 and February 12, 2021, the Company received conversion notices from Cavalry, converting the aggregate principal amount of $300,000 and accrued interest thereon of $16,083 into 9,030,953 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the Second Cavalry Note.

 

 

On September 24, 2020, the Company closed a transaction with Cavalry pursuant to which the Company received net proceeds of $99,750, after certain expenses in exchange for the issuance of a $114,000 Senior Secured Convertible Note (the “Third Cavalry Note”), with an original issue discount of $14,000, bearing interest at 10% per annum and maturing on September 24, 2021, the Third Cavalry Note was convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 3,257,143 shares of common stock at an initial exercise price of $0.05 per share.

 

The Third Cavalry Note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Third Note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Third Cavalry Note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

On February 18, 2021, the Company received a conversion notice from Cavalry, converting the aggregate principal amount of $114,000 and accrued interest thereon of $4,623 into 3,389,238 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the Third Cavalry Note.

 

 

On October 20, 2020, Cavalry entered into an Assignment and Transfer agreement whereby the Senior Secured Convertible Note with a face value of $100,000, bearing interest at 10% per annum and maturing on August 5, 2021, together with the warrant exercisable over 2,857,143 shares of common stock at an initial exercise price of $0.05 per share, was acquired by Cavalry (the “Transferred note”). The Transferred Note was convertible into shares of common stock at an initial conversion price of $0.035 per share.

 

The transferred Note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Transferred Note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Transferred note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

On February 22, 2021, the Company received a conversion notice from Cavalry, converting the aggregate principal amount of $100,000 and accrued interest thereon of $5,583 into 3,016,667 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the Transferred Note.

 

F-19

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 CONVERTIBLE NOTES PAYABLE (continued)

 

Cavalry Fund LLP (continued)

 

 

On February 3, 2021, the Company closed a transaction with Cavalry, pursuant to which the Company received net proceeds of $150,500, after an original issue discount of $21,500 in exchange for the issuance of a $172,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 3, 2022 (the Fourth Cavalry Note”). The fourth Cavalry Note is convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 3,822,223 shares of common stock at an initial exercise price of $0.05 per share.

 

On February 17, 2021, the Company repaid the aggregate principal sum of $172,000 owing on the Fourth Cavalry Note it had entered into on February 3, 2021. The accrued interest of $669, remains outstanding.

 

 

On February 16, 2021, the Company closed a transaction with Cavalry, pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022 (the Fifth Cavalry Note”). The Fifth Cavalry Note is convertible into shares of common stock at an initial conversion price of 0.23 per share, in addition, the Company issued a warrant exercisable for 2,486,957 shares of common stock at an initial exercise price of $0.24 per share.

 

The balance of the Fifth Cavalry Note plus accrued interest at September 30, 2021 was $390,079, after unamortized debt discount of $217,830.

 

Mercer Street Global Opportunity Fund, LLC

 

 

On August 3, 2020, the Company closed a transaction with Mercer Street Global Opportunity Fund, LLC, (“Mercer”), pursuant to which the Company received net proceeds of $350,000, after an original issue discount of $50,000 in exchange for the issuance of a $400,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on August 3, 2021(the Initial Mercer Note”). The Initial Mercer Note was convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 11,428,571 shares of common stock at an initial exercise price of $0.05 per share.

 

The Initial Mercer note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Mercer Note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

Between January 4, 2021 and February 9, 2021, the Company received conversion notices from Mercer, converting the aggregate principal amount of $400,000 and accrued interest thereon of $19,411, relating to the Initial Mercer Note entered into on August 3, 2020 into 11,983,170 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the Initial Mercer Note.

 

 

On February 3, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $250,250, after an original issue discount of $35,750 in exchange for the issuance of a $286,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 3, 2022 (the Second Mercer Note”). The second Mercer Note was convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 6,355,556 shares of common stock at an initial exercise price of $0.05 per share.

 

On February 16, 2021 and February 22, 2021, the Company repaid the aggregate principal sum of $286,000 and interest thereon of $1,033, owing on the Second Mercer Note it had entered into with Mercer on February 3, 2021, thereby extinguishing the Second Mercer Note.

 

F-20

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 CONVERTIBLE NOTES PAYABLE (continued)

 

Mercer Street Global Opportunity Fund, LLC (continued)

  

 

On February 16, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022 (the Third Mercer Note”). The Third Mercer Note is convertible into shares of common stock at an initial conversion price of 0.23 per share, in addition, the Company issued a warrant exercisable for 2,486,957 shares of common stock at an initial exercise price of $0.24 per share.

 

The balance of the Third Mercer Note plus accrued interest at September 30, 2021 was $390,079, after unamortized debt discount of $217,830.

 

Iroquois Master Fund Ltd.

 

 

On September 16, 2020, the Company closed a transaction with Iroquois Master Fund Ltd., pursuant to which the Company received net proceeds of $199,500, after an original issue discount of $28,500 in exchange for the issuance of a $228,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on September 16, 2021 (the Initial Iroquois Note”). The Initial Iroquois Note is convertible into shares of common stock at an initial conversion price of 0.035 per share. In addition, the Company issued a warrant exercisable over 6,514,286 shares of common stock at an initial exercise price of $0.05 per share.

 

The Initial Iroquois Note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Iroquois Note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

Between January 5, 2021 and February 5, 2021, the Company received conversion notices from Iroquois Master Fund Ltd., converting the aggregate principal amount of $228,000 relating to the Initial Iroquois Note entered into on September 16, 2020 into 6,514,288 shares of common stock at a conversion price of $0.035 per share. The accrued interest of $8,041 on the Initial Iroquois Note remains outstanding.

 

 

On February 3, 2021, the Company closed a transaction with Iroquois Master Fund Ltd., pursuant to which the Company received net proceeds of $199,500, after an original issue discount of $28,500 in exchange for the issuance of a $228,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 3, 2022 (the Second Iroquois Note”). The Second Iroquois Note was convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 5,066,667 shares of common stock at an initial exercise price of $0.05 per share.

 

On February 19, 2021, the Company received a conversion notice from Iroquois Master Fund Ltd., converting the aggregate principal amount of $228,000 into 5,066,667 shares of common stock at a conversion price of $0.045 per share. The accrued interest of $823 on the Second Iroquois Note remains outstanding.

 

F-21

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 CONVERTIBLE NOTES PAYABLE (continued)

 

Mark Geist

 

On October 20, 2020, the Company closed a transaction with Mark Geist., pursuant to which the Company received net proceeds of $25,025 after an original issue discount of $3,575 in exchange for the issuance of a $28,600 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on October 20, 2021. The note was convertible into shares of common stock at an initial conversion price of 0.035 per share. In addition, the Company issued a warrant exercisable over 817,143 shares of common stock at an initial exercise price of $0.05 per share.

 

The note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

On January 15, 2021, the Company received a conversion notice from Mark Geist, converting the aggregate principal amount of $28,600 and accrued interest thereon of $561 into 833,172 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note.

 

Bellridge Capital LP.

 

  On November 25, 2020, the Company closed a transaction with Bellridge Capital LP., pursuant to which the Company received net proceeds of $250,250 after an original issue discount of $35,750 in exchange for the issuance of a $286,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on November 25, 2021 (the “Initial Bellridge Note”). The Initial Bellridge Note was convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 8,171,429 shares of common stock at an initial exercise price of $0.05 per share.

 

The Initial Bellridge Note could be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note could be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it could be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Bellridge Note contained certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

On February 6, 2021, the Company received a conversion notice from Bellridge Capital, LP. converting the aggregate principal amount of $286,000 and accrued interest thereon of $5,720 into 8,334,857 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the Initial Bellridge Note.

 

  On February 16, 2021, the Company closed a transaction with Bellridge Capital LP., pursuant to which the Company received net proceeds of $180,250, after an original issue discount of $25,750 in exchange for the issuance of a $206,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022, (the “Second Bellridge Note”). The Second Bellridge Note was convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 4,577,778 shares of common stock at an initial exercise price of $0.05 per share.

 

On February 16, 2021, the Company received a conversion notice from Bellridge Capital, LP. converting the aggregate principal amount of $206,000, relating to a convertible note entered into on the same day into 4,577,778 shares of common stock at a conversion price of $0.045 per share, thereby extinguishing the Second Bellridge Note.

 

F-22

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 CONVERTIBLE NOTES PAYABLE (continued)

 

Bellridge Capital LP. (continued)

 

 

On February 16, 2021, the Company closed a transaction with Bellridge Capital LP., pursuant to which the Company received net proceeds of $787,500, after an original issue discount of $112,500 in exchange for the issuance of a $900,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022 (the “Third Bellridge Note”). The Third Bellridge Note is convertible into shares of common stock at an initial conversion price of 0.23 per share, in addition, the Company issued a warrant exercisable for 3,913,044 shares of common stock at an initial exercise price of $0.24 per share.

 

The Third Bellridge Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

The balance of the Third Bellridge Note plus accrued interest at September 30, 2021 was $613,760, after unamortized debt discount of $342,740.

 

10 DERIVATIVE LIABILITY

 

Certain of the short-term convertible notes disclosed in note 8 above and certain warrants disclosed in note 10 below, have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time and certain notes and warrants have fundamental transaction clauses which might result in cash settlement, due to these factors, all convertible notes and any warrants attached thereto are valued and give rise to a derivative financial liability, which was initially valued at inception of the convertible notes using a Black-Scholes valuation model.

 

During the nine months ended September 30, 2021, an additional $2,569,000 was raised as a derivative liability on convertible notes and warrants.

 

The value of this derivative financial liability was re-assessed at September 30, 2021, and $4,714,451 was credited to the statement of operations and comprehensive loss, respectively. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred.

 

The following assumptions were used in the Black-Scholes valuation model:

 

    Nine months
Ended
September 30,
2021
    Year
Ended
December 31,
2020
 
Conversion price     0.05 to 0.24       0.015 to 2.00  
Risk free interest rate     0.05 to 0.94       0.09 to 1.53  
Expected life of derivative liability     0.75 to 4.4 years       1 to 12 months  
Expected volatility of underlying stock     181.31 to 215.33       171.7 to 222.6  
Expected dividend rate     0 %     0 %

 

The movement in derivative liability is as follows:

 

    September 30,
2021
    December 31,
2020
 
Opening balance   $ 2,966,416     $ 905,576  
Derivative financial liability arising from convertible note     2,569,000       1,406,369  
Fair value adjustment to derivative liability     (4,714,451 )     (654,471 )
    $ 820,965     $ 2,966,416  

 

F-23

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 STOCKHOLDERS’ EQUITY

 

  a. Common Stock

 

The Company has authorized 500,000,000 common shares with a par value of $0.0001 each. The Company has issued and outstanding 367,901,679 and 193,637,747 shares of common stock as of September 30, 2021 and December 31, 2020, respectively.

 

The following shares of common stock were issued by the Company during the nine months ended September 30, 2021:

 

  In terms of debt conversion notices received between January 5, 2021 and February 23, 2021, the Company issued an aggregate of 61,793,616 shares of common stock for the conversion of $2,259,221 of convertible debt and interest thereon, realizing a loss on conversion of $5,184,447.

 

  In terms of warrant exercise notices received between February 18, 2021 and June 23, 2021, the Company issued 60,186,982 shares of common stock for gross proceeds of $3,009,349.

 

  On March 17, 2021, the Company, entered into Securities Purchase Agreements with several institutional investors, pursuant to which the Company agreed to sell to the Investors in a private placement (i) 30,333,334 shares of its common stock (the “Shares”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 15,166,667 shares of its common stock for gross proceeds of approximately $4,550,000. The combined purchase price for one share of common stock and associated Warrant is $0.15.

 

Pursuant to an engagement letter dated as of March 6, 2021, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), the Company engaged Wainwright to act as the Company’s exclusive placement agent in connection with the private placement. Pursuant to the engagement agreement, the Company agreed to pay Wainwright a cash fee of 8.0% of the gross proceeds raised by the Company in the private placement. The Company also agreed to pay Wainwright (i) a management fee equal to 1.0% of the gross proceeds raised in the private placement; (ii) $35,000 for non-accountable expenses and (iii) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. In addition, the Company agreed to issue to Wainwright (or its designees) placement agent warrants (the “Placement Agent Warrants”) to purchase a number of shares equal to 8.0% of the aggregate number of Shares sold under the Purchase Agreement or warrants to purchase an aggregate of up to 2,426,667 shares of the Company’s common stock. The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise price of $0.1875.

 

  On April 5, 2021, the Board of directors approved advisory board agreements with four individuals, each agreement for a period of two years form the effective date of the agreement and may be terminated by each party with 30 days’ notice. As compensation the Company awarded each advisory board member 2,000,000 restricted shares of common stock, the restricted shares of common stock vest as to 75% on the effective date and 25% on the anniversary date of the agreement.

 

  On July 22, 2021, the Board of directors approved the issuance of 7,000,000 shares of common stock to board members that were appointed during the year. In Addition, a further 300,000  shares of common stock were issued to an employee of the Company and a further 3,650,000  shares of common stock were issued to various consultants.

 

  On August 9, 2021, the Board of directors approved the issuance of 2,000,000 shares of common stock to a third party vendor.

 

  The 1,500,000 shares of unvested restricted stock which was not physically issued to an employee were not earned due to the cessation of employment with the Company and were therefore cancelled.

 

F-24

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 STOCKHOLDERS’ EQUITY (continued)

 

  b. Restricted stock awards

 

On December 15, 2020, in terms of an employment agreement entered into with an employee, the Company granted 2,500,000 restricted shares of which 1,000,000 vested on January 1, 2021 and the remaining 1,500,000 shares vest over a period of two years. The 1,500,000 shares of unvested restricted stock which was not physically issued to the employee were not earned due to the cessation of employment with the Company.

 

The restricted stock granted and exercisable at September 30, 2021 is as follows:

 

          Restricted Stock Granted       Restricted Stock Vested  
  Grant date
Price
      Number
Granted
      Weighted
Average
Fair Value per
Share
      Number
Vested
      Weighted
Average
Fair Value per
Share
 
$ 0.049       20,495,000     $ 0.049       10,247,500     $ 0.049  
  0.05       1,000,000       0.050       1,000,000       0.050  
          21,495,000     $ 0.049       11,247,500       0.049  

 

The Company has recorded an expense of $44,166 and $62,765 for the three months ended September 30, 2021 and 2020, respectively, and $188,448 and $439,362 for the nine months ended September 30, 2021 and 2020, respectively.

 

  c. Preferred Stock

 

The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized, no preferred stock is issued and outstanding as of September 30, 2021 and December 31, 2020.

 

F-25

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 STOCKHOLDERS’ EQUITY (continued)

 

  d. Warrants

 

In terms of the Senior Secured convertible notes entered into with various noteholders as described in note 8 above, the Company issued five year warrants exercisable for a total of 28,709,182 shares of common stock at initial exercise prices ranging from $0.05 to $0.24 per share. The warrants have a cashless exercise option and an exercise limitation based on a certain beneficial ownership percentage of 4.99% which may be adjusted to 9.99%. The exercise price of the warrant is adjustable under the following conditions; i) subsequent equity sales are at a price below the exercise price of the warrant; ii) the Company issues options with an exercise price lower than the exercise price of the warrants; iii) issues convertible securities which are convertible into common stock at a price lower than the warrant exercise price; and iv) the option exercise price or rate of conversion for convertible securities results in a lower exercise price than the exercise price of the warrants.

 

The warrant holders also have the option to acquire subsequent rights offering rights, under certain circumstances and are entitled to pro-rata distributions made by the Company in assets or securities other than common stock.

 

The warrants include a fundamental transaction clause which will give the warrant holder the right on an as converted basis to the proceeds which common shareholders would be entitled to as a result of a fundamental transaction. Notwithstanding the aforementioned rights, provided the warrants are not registered under an effective registration statement, the holder of the warrant has the right to receive cash equal to the Black-Scholes value of the unexercised portion of the warrant in accordance with the terms of the warrant agreement.

 

On February 22, 2021, the Board of Directors of the Company appointed William Corbett, its Chief Executive Officer and then Interim Chief Financial Officer, as its Chairman of the Board and issued him a five-year warrant to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $0.24, valued at $4,327,899 and expensed as stock based compensation during the current period.

 

In connection with the Securities Purchase Agreements with several institutional investors, disclosed in Note 9(a) above, the Company sold warrants to purchase up to an aggregate of 15,166,667 shares of its common stock. The combined purchase price for one share of common stock and associated Warrant is $0.15. The warrants were valued at $2,028,509 using a Black Scholes valuation model and using the assumptions disclosed below.

 

The Warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.15 per share, subject to adjustment as set forth in the Warrants for stock splits, stock dividends, recapitalizations and similar events. The Investors may exercise the Warrants on a cashless basis if after the six month anniversary of date of issuance the shares of common stock underlying the Warrants (the “Warrant Shares”) are not then registered pursuant to an effective registration statement. Each Investor has contractually agreed to restrict its ability to exercise the Warrants such that the number of shares of the Company’s common stock held by the Investor and its affiliates after such exercise does not exceed the beneficial ownership limitation set forth in the Warrants which may not exceed initially 4.99% or 9.99% of the Company’s then issued and outstanding shares of common stock.

 

Pursuant to an engagement letter dated as of March 6, 2021, by and between the Company and Wainwright, the Company engaged Wainwright to act as the Company’s exclusive placement agent in connection with the private placement, discussed above. The Company agreed to issue to Wainwright (or its designees) Placement Agent Warrants to purchase an aggregate of up to 2,426,667 shares of the Company’s common stock. The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise price of $0.1875. The warrants were valued at $323,924 using a Black Scholes valuation model and using the assumptions disclosed below.

 

On August 16, 2021, the Company and Mr. Corbett entered into an Executive Employment Agreement that replaced and superseded the previous executive employment agreement whereby the 20,000,000 warrants previously issued to Mr. Corbett were cancelled and as a replacement for the warrants, he was granted options to purchase 20,000,000 shares of common stock of the Company at a per share exercise price of $0.15.

 

F-26

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 STOCKHOLDERS’ EQUITY (continued)

 

  d. Warrants (continued)

 

The fair value of the warrants granted and issued were determined by using a Black Scholes valuation model using the following assumptions:

 

    Nine months
ended
September 30,
2021
 
Exercise price     0.05 to 0.24  
Risk free interest rate     0.46% to 0.92  
Expected life     5.0 years  
Expected volatility of underlying stock     213.84 to 215.33  
Expected dividend rate     0 %

 

A summary of warrant activity during the period January 1, 2020 to September 30, 2021 is as follows:

 

    Shares
Underlying
Warrants
    Exercise
price per
share
    Weighted
average
exercise
price
 
Outstanding January 1, 2020     852,775     $ 2.00 to 6.25     $ 5.10  
Granted     51,188,572       0.05       0.05  
Forfeited/Cancelled     (852,775 )        2.00 to 6.25       5.10  
Exercised    
-
      -      
-
 
Outstanding December 31, 2020     51,188,572     $ 0.05     $ 0.05  
Granted     66,302,515          0.05 to 0.24       0.16  
Forfeited/Cancelled     (20,000,000 )     0.24       0.24  
Exercised     (60,186,982 )     0.05       0.05  
Outstanding September 30, 2021     37,304,105       $ 0.05 – 0.1875     $ 0.12  

 

The warrants outstanding and exercisable at September 30, 2021 are as follows:

 

      Warrants Outstanding     Warrants Exercisable  
Exercise
Price*
    Number
Outstanding
    Weighted
Average
Remaining
Contractual life
in years
    Weighted
Average
Exercise Price
    Number
Exercisable
    Weighted
Average
Exercise Price
    Weighted
Average
Remaining
Contractual
life in years
 
$ 0.05       10,823,813       4.03               10,823,813               4.03  
  0.15       24,053,625       4.43               24,053,625               4.43  
  0.1875       2,426,667       4.46               2,426,667               4.46  
          37,304,105       4.32       0.12       37,304,105       0.12       4.32  

 

The warrants outstanding have an intrinsic value of $0 as of September 30, 2021 and December 31, 2020.

 

  e. Stock options

 

On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028.

 

F-27

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 STOCKHOLDERS’ EQUITY (continued)

  

The Plan is administered by the board of directors or a Committee appointed by the Board of Directors who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

 

The maximum number of securities available under the Plan is 800,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 100,000 shares of common stock.

 

On October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031.

 

The 2021 Plan is administered by the board of directors or a Compensation Committee appointed by the Board of Directors who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

 

The maximum number of securities available under the 2021 Plan is 53,000,000 shares of common stock.

 

Under the 2021 Plan the company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.

 

On February 22, 2021, the board awarded each of its directors, James Fuller and Andrey Novikov, options under the Company’s 2018 Stock Incentive Plan to purchase 208,333 shares of the Company’s common stock. The options are exercisable for a period of ten years from the date of grant, vest in full on the date of grant and have an exercise price of $0.24 per share.

 

On August 16, 2021, the Company and Mr. Corbett entered into an Executive Employment Agreement that replaced and superseded the previous executive employment agreement whereby the 20,000,000 warrants previously issued to Mr. Corbett were cancelled and as a replacement for the warrants, he was granted options to purchase 20,000,000 shares of common stock of the Company at a per share exercise price of $0.15. The options are exercisable for a period of ten years from the date of grant, vesting as to 50% on grant date and the remaining 50%, equally over a period of 36 months.

 

On August 31, 2021, the Board awarded Richard Rosenblum, the Company’s Chief Financial Officer an option to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share. The options are exercisable for a period of ten years from the date of grant, vesting as to 50% on grant date and the remaining 50%, equally over a period of 36 months.

 

The fair value of the options granted and issued were determined by using a Black Scholes valuation model using the following assumptions:

 

    Nine months
ended
September 30,
2021
 
Exercise price   $ 0.15  
Risk free interest rate     1.26 to 1.27 %
Expected life     10.0 years  
Expected volatility of underlying stock     209.3 to 210.4 %
Expected dividend rate     0 %

 

On July 22. 2021, the board of directors authorized the reduction in the exercise price of the options exercisable for 208,333 shares of common stock granted to Mr. Fuller on February 22, 2021, from $0.24 per share to $0.15 per share, resulting in an immediate compensation charge of $6, the remaining terms of the option were unchanged.

 

The value of the reduction in the exercise price was determined using a Black Scholes valuation model utilizing the following assumptions:

 

    Nine months
Ended
September 30,
2021
 
Revised exercise price   $ 0.15  
Original exercise price   $ 0.24  
Risk free interest rate     1.27 %
Expected life     9.6 years  
Expected volatility of underlying stock     210.4 %
Expected dividend rate     0 %

F-28

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 STOCKHOLDERS’ EQUITY (continued)

 

  e. Stock options (continued)

 

No options were granted for the year ended December 31, 2020.

 

A summary of option activity during the period January 1, 2020 to September 30, 2021 is as follows:

 

    Shares
Underlying
options
    Exercise
price per
share
    Weighted
average
exercise
price
 
Outstanding January 1, 2020     100,000     $ 0.40     $ 0.40  
Granted    
-
      -      
-
 
Forfeited/Cancelled    
-
      -      
-
 
Exercised    
-
      -      
-
 
Outstanding December 31, 2020     100,000       0.40       0.40  
Granted     30,416,666       0.15 – 0.24       0.15  
Forfeited/Cancelled    
-
      -      
-
 
Exercised    
-
      -      
-
 
Outstanding September 30, 2021     30,516,666        $ 0.15 to 0.40     $ 0.15  

 

The options outstanding and exercisable at September 30, 2021 are as follows:

 

      Options Outstanding     Options Exercisable  
Exercise
Price*
    Number
Outstanding
    Weighted
Average
Remaining
Contractual
life in years
    Weighted
Average
Exercise
Price
    Number
Exercisable
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
life in years
 
  0.15       30,208,333       9.89               15,625,000               9.89  
  0.24       208,333       9.40               208,333               9.40  
  0.40       100,000       7.25               100,000               7.25  
          30,516,666       9.88     $ 0.15       15,933,333     $ 0.15       9.87  

 

The options outstanding have an intrinsic value of $0 as of September 30, 2021 and December 31, 2020, respectively. The option expense was $1,288,174 and $0 for the nine months ended September 30, 2021 and 2020.

 

12 NET LOSS PER SHARE

 

Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the three and nine months ended September 30, 2021 and 2020 all warrants, options and convertible debt securities were excluded from the computation of diluted net loss per share.

 

Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the three and nine months ended September 30, 2021 and 2020 are as follows:

 

    Three and
nine months ended
September 30,
2021
(Shares)
    Three and
nine months ended
September 30,
2020
(Shares)
 
Convertible debt     13,626,666       43,659,481  
Stock options     30,516,666       100,000  
Warrants to purchase shares of common stock     37,304,104       42,659,520  
      81,447,436       86,419,001  

 

F-29

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  

13 RELATED PARTY TRANSACTIONS

 

The following transactions were entered into with related parties:

 

James Fuller

 

On February 22, 2021, the board of directors awarded James Fuller options under the Company’s 2018 Stock Incentive Plan to purchase 208,333 shares of the Company’s common stock. The options are exercisable for a period of ten years from the date of grant, vest in full on the date of grant and have an exercise price of $0.24 per share. The option expense for Mr. Fuller for the three and nine months ended September 30, 2021 was $0 and $45,804, respectively.

 

On July 22. 2021, the Company granted Mr. Fuller 2,000,000 shares of common stock, valued at $154,000. 

 

Additionally, the board of directors approved the repricing of the options exercisable for 208,333 shares of common stock granted to Mr. Fuller on February 22, 2021, from $0.24 per share to $0.15 per share.

 

Andrey Novikov

 

On February 22, 2021, the board of directors awarded Andrey Novikov options under the Company’s 2018 Stock Incentive Plan to purchase 208,333 shares of the Company’s common stock. The options are exercisable for a period of ten years from the date of grant, vest in full on the date of grant and have an exercise price of $0.24 per share. The option expense for Mr. Novikov for the three and nine months ended September 30, 2021 was $0 and $45,804, respectively.

 

On May 31, 2021, Mr. Novikov notified the board of directors of his decision to resign as a member of the Board and as Secretary of the Company, effective as of June 1, 2021. Following his resignation Mr. Novikov has continued to serve as the Company’s Chief Technology Officer.

 

William Corbett

 

On February 22, 2021, the board of directors of the Company appointed William Corbett, its Chief Executive Officer and Interim Chief Financial Officer, as its Chairman of the Board and issued him a five-year warrant to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $0.24. The Board also agreed to increase Mr. Corbett’s monthly base salary to $30,000. The warrant expense for Mr. Corbett for the three and nine months ended September 31, 2020 was $4,327,899.

 

On August 16, 2021, the Company and Mr. Corbett entered into an Executive Employment Agreement that replaced and superseded the previous executive employment agreement (the “August 2021 Corbett Employment Agreement”). The purpose of the August 2021 Corbett Employment Agreement was to provide a replacement grant for warrants previously granted to Mr. Corbett under the terms of his previous employment agreement with the Company. Pursuant to the August 2021 Corbett Employment Agreement, Mr. Corbett would continue to serve as the Company’s Chief Executive Officer on a full time basis effective as of the date of the August 2021 Corbett Employment Agreement until the close of business on December 31, 2024. Mr. Corbett’s base salary will be $30,000 per month, which shall be paid in accordance with the Company’s standard payroll practice for its executives, managers and salaried employees. In addition, the August 2021 Corbett Employment Agreement provides that: (1) Mr. Corbett will be eligible for a cash bonus as determined by the Board to the extent the Company achieves (or exceeds) annual revenue or other financial performance objectives established by the Board, in its sole discretion, from time to time; (2) the Company will grant to Mr. Corbett options to purchase 20,000,000 shares of common stock of the Company at a per share exercise price of $0.15; and (3) a car allowance for Mr. Corbett in the amount of $800 per month. Fifty percent (50%) of the shares subject to the options shall vest on the grant date and the other 50% of the shares subject to the option shall vest at the rate of 1/36 per month over a three-year period. The options will be exercisable for a period of ten years after the date of grant and the Company shall provide for cashless exercise of the option. The options are being granted pursuant to the Company’s 2021 Stock Incentive Plan. The option expense for Mr. Corbett for the three and nine months ended September 30, 2021 was $843,432.

 

In addition, the Company and Mr. Corbett entered into an Indemnification Agreement on August 16, 2021 (the “August 2021 Corbett Indemnification Agreement”), pursuant to which the Company agreed to indemnify Mr. Corbett to indemnify Indemnitee to the fullest extent permitted by or under the Nevada Corporation Law in respect of claims, including third-party claims and derivative claims and provides for advancement of expenses. The August 2021 Corbett Indemnification Agreement amends the indemnification agreement in effect prior to entering into the August 2021 Corbett Indemnification Agreement to provide that unless Company shall pay Mr. Corbett’s attorneys’ fees and costs, including the compensation and expenses of any arbitrator, unless the arbitrator or the court determines that (a) Company has no liability in such dispute, or (b) the action or claims by Executive are frivolous in nature. In any other case or matter, the Company and Mr. Corbett shall each bear its or his own attorney fees and costs.

 

Clifford Henry

 

On May 3, 2021, the Company appointed Mr. Henry to the Board of Directors.

 

On July 22, 2021, the Company granted Mr. Henry 2,000,000 shares of common stock, valued at $154,000. 

 

F-30

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  

13 RELATED PARTY TRANSACTIONS (continued)

 

Madisson Corbett

 

On May 3, 2021, the Company appointed Ms. Corbett to the Board of Directors. Ms. Corbett is the daughter of Mr. William Corbett, the Company’s Chief Executive Officer and Chairman of the Board.

 

On July 22, 2021, the Company granted Ms. Corbett 2,000,000 shares of common stock, valued at $154,000. 

 

David Rios

 

On July 22, 2021, the Company appointed David Rios to the Board of Directors.

 

On July 22, 2021, the Company granted Mr. Rios 1,000,000 shares of common stock, valued at $77,000.  

 

Richard Rosenblum

 

On July 22, 2021, the Company appointed Richard Rosenblum as President and Chief Financial Officer of the Company. In addition, Mr. Rosenblum was elected to the board of directors of the Company to serve until the Company’s next annual meeting of shareholders.

 

On July 27, 2021, the Company and Mr. Rosenblum entered into an Executive Employment Agreement (the “Employment Agreement”), pursuant to which Mr. Rosenblum will serve as the Company’s President and Chief Financial Officer on a full time basis effective as of July 1. The effectiveness of the Employment Agreement is subject to the approval of the Employment Agreement by the Board, unless earlier terminated as provided in the Employment Agreement. The term of the Employment Agreement is until December 31, 2024. Mr. Rosenblum’s base salary will be $18,000 per month. In addition, the Employment Agreement provides that: (1) Mr. Rosenblum will be eligible for a cash bonus as determined by the Board to the extent the Company achieves (or exceeds) annual revenue or other financial performance objectives established by the Board, in its sole discretion, from time to time; and (2) the Company will grant to Mr. Rosenblum options to purchase 10,000,000 shares of common stock of the Company at a per share exercise price equal to the fair market value of the Company’s common stock, as reflected in the closing price of the Company’s common shares on the OTC exchange or, in the event the stock is up listed, on the NASDAQ exchange, on the date of grant (the “Options”)”. Fifty percent (50%) of the shares subject to the Options shall vest on the grant date and the other 50% of the shares subject to the Option shall vest at the rate of 1/36 per month over a three-year period. The Options will be exercisable for a period of ten (10) years after the date of grant and the Company shall provide for cashless exercise of the Option by Executive. The Options are being granted pursuant to the Company’s 2021 Stock Incentive Plan. The option expense for Mr. Rosenblum for the three and nine months ended September 30, 2021 was $353,128.

 

If Mr. Rosenblum’s employment with Company is terminated at any time during the term of the Employment Agreement other than for Cause (as defined in the Employment Agreement), or due to voluntary termination, retirement, death or disability, then Mr. Rosenblum shall be entitled to severance equal to fifty percent (50%) of his annual base salary rate in effect as of the date of termination. If Mr. Rosenblum’s employment with Company is terminated at any time during the term of the Employment Agreement other than for Cause (as defined in the Employment Agreement), or due to voluntary termination, retirement, death or disability, within 12 months following an Acquisition (as defined in the Employment Agreement), then Mr. Rosenblum shall be entitled to severance equal to 100% of his annual base salary rate in effect as of the date of termination. Severance payments shall be subject to execution and delivery of a general release in favor of the Company.

 

On August 16, 2021, the Company entered into an amendment to the Rosenblum Executive Employment Agreement (the “First Amendment”) with Mr. Rosenblum. Under the terms of the Executive Employment Agreement, the Company had agreed to grant to Mr. Rosenblum an option to purchase 10,000,000 (ten million) common shares of Company Stock at a per share exercise price equal to the fair market value of the Company’s common stock, as reflected in the closing price of the Company’s common shares on the OTC exchange or, in the event the stock is uplisted, on the NASDAQ exchange, on the date of grant (the “Option”).” The First Amendment provided that the Option was granted on August 31, 2021 at an exercise price of $0.15.

 

In addition, the Company and Mr. Rosenblum entered into an Indemnification Agreement, pursuant to which the Company agreed to indemnify Mr. Rosenblum to indemnify Indemnitee to the fullest extent permitted by or under the Nevada Corporation Law in respect of claims, including third-party claims and derivative claims and provides for advancement of expenses.

 

F-31

 

 

INNOVATIVE PAYMENT SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

14 COMMITMENTS AND CONTINGENCIES

 

The Company entered into a real property lease for office and warehouse space located at 19355 Business Center Drive in Northridge California, Los Angeles County. The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly rental expense is $3,945 per month with no escalations during the term of the lease. The lease was terminated by mutual consent with effect from June 1, 2021.

 

On March 22, 2021, the Company entered into a real property lease for an office located at 56B 5th Street, Lot 1 Carmel By The Sea, California. The lease commenced on April 1, 2021 and is for a twelve month period, terminating on April 1, 2022.

 

    Amount  
Undiscounted minimum future lease payments      
Total instalments due:      
Remainder of 2021   $ 14,400  
2022     19,200  
    $ 33,600  

  

15 SUBSEQUENT EVENTS

 

On October 22, 2021, The Company conducted its 2021 annual meeting in which the following resolutions were approved: (i) an amendment to the Company’s Articles of Incorporation was passed to effect the reverse stock split at a ratio to be determined at the discretion of the Board within a range of one share of common stock for every two to thirty shares of common stock and (ii) an amendment to the Company’s Articles of Incorporation to the authorized shares of common stock from 500,000,000 shares to 750,000,000 shares.

 

The Company has evaluated subsequent events through the date the financial statements were issued, other than disclosed above, we did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

 

F-32

 

 

Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with and is qualified in its entirety by our audited annual financial statements and the related notes thereto, each of which appear on Form 10-K filed with the SEC on March 31, 2021. This discussion contains certain forward-looking statements that involve risks and uncertainties, as described under the heading “Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Actual results could differ materially from those projected in the forward-looking statements. The Management Discussion and Analysis of Financial Condition and Results of Operations below is based upon only the financial performance of Innovative Payment Solutions, Inc.

 

Overview and Financial Condition

 

The Company is focused on operating and developing e-wallets that enable consumers to deposit cash, convert it into a digital form and remit the funds to Mexico and other countries quickly and securely. The Company’s first e-wallet, the Beyond Wallet, is currently operational. The Company’s flagship e-wallet, IPSIPay, is in final stages of development and testing. Previously the Company intended to invest in physical kiosks, which required the user presence at the kiosk location. The Company still intends to use its existing kiosks in certain target markets within Southern California.

 

The Company acquired a 10% strategic interest in Frictionless on June 22, 2021. Frictionless agreed to deliver to the Company, a live fully compliant financial payment Software as a Service solution for use by the Company as a digital payment platform that enables payments within the United states and abroad, including Mexico, together with a service agreement providing a full suite of product services to facilitate the Company’s anticipated product offerings. The Company has an irrevocable right to acquire up to an additional 41% of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired.

 

On August 26, 2021, the Company formed a new subsidiary, Beyond Fintech, in which its owns a 51% stake, with Frictionless owning the remaining 49%. Beyond Fintech acquired an exclusive license to a product known as Beyond Wallet, to further its objective of providing virtual payment services allowing US persons to transfer funds to Mexico and other countries.

 

Management Discussion and Analysis of financial condition

 

The discussion and analysis of our financial condition and results of operations is based upon the unaudited condensed financial statements as of September 30, 2021 and 2020, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions. The estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions.

 

1

 

 

Results of Operations for the Three Months Ended September 30, 2021 and 2020

 

Net revenue

 

We did not have revenues during the three months ended September 30, 2021 and 2020.We anticipate that we will recommence generating revenue when we launch our e-wallets once we have determined our deployment strategy, and we deploy our kiosks in the southern California market, the timing of which is uncertain.

 

Cost of goods sold

 

As we did not have revenues during the three months ended September 30, 2021 and 2020, we anticipate that we will begin to recognize cost of goods sold when we launch our e-wallets once we have determined our deployment strategy, and we deploy our kiosks in the southern California market.

 

General and administrative expenses

 

General and administrative expenses were $2,747,693 and $336,879 for the three months ended September 30, 2021 and 2020, respectively, an increase of $2,410,814 or 715.6%. The increase is primarily due to the following:

 

(i) Directors fees of $583,006 and $0 for the three months ended September 30, 2021 and 2020, respectively. Directors fees in the current period included shares issued to directors valued at $539,000 and cash fees paid of $44,000. No directors fees were paid in the prior period.
   
(ii) Consulting fees of $470,250 and $41,500 for the three months ended September 30, 2021 and 2020, respectively, an increase of $428,750 or 1,033.1%. Consulting fees during the current period included shares issued to consultants valued at $443,050.
   
(iii) Salaries and wages of $1,437,751 and $114,052 for the three months ended September 30, 2021 and 2020, respectively, an increase of $1,323,699 or 1,160.6%. Salaries and wages during the current period, includes a stock based compensation expense of $1,196,650 for options granted to our CEO and CFO. Additionally, the increase is due to the increase of head count on payroll from two people to four people, including the increase in our CEO’s salary from $12,500 per month to $30,000 per month and the employment of a CFO at a monthly salary of $18,000 with effect from July 1, 2021.
   
(iv) Professional fees of $104,756 and $37,030 for the three months ended September 30, 2021 and 2020, respectively, an increase of $67,726 or 182.9%. The increase is primarily due to social media expense of $36,000 and reimbursement of platform related fees paid to Frictionless of $25,850 as part of the ongoing software development agreement we have in place with them.
   
(v) The balance of the increase is made up of several individually insignificant expenses.

 

Depreciation

 

Depreciation was $4,642 and $4,166 for the three months ended September 30, 2021 and 2020, respectively, an increase of $476 or 11.4%. Depreciation during the current period consists primarily of depreciation on the kiosks received from Qpagos Mexico.

 

Loss on debt conversion

 

Loss on debt conversion was $0 and $283,336 for the three months ended September 30, 2021 and 2020, respectively, a decrease of $283,336 or 100%. The loss on debt conversion represents a loss realized on the conversion of convertible notes into equity at conversion prices ranging from 38% to 40% below current market prices. During the three months ended September 30, 2020, $224,620 of principal and interest was converted into equity.

 

Interest expense, net

 

Interest expense was $53,903 and $253,487 for the three months ended September 30, 2021 and 2020, respectively, a decrease of $199,584 or 78.7%. The decrease is primarily due to a penalty interest expense in the prior period of $211,425 related to the settlement of convertible debt prior to conversion by the note holders.

 

Amortization of debt discount

 

Amortization of debt discount was $515,200 and $428,282 for the three months ended September 30, 2021 and 2020, respectively, an increase of $90,918 or 21.2%. The increase is primarily due to the increase in the debt discount of $2,569,000 associated with convertible debt issued in the prior period to fund the Company’s expansion plans.

 

2

 

 

Derivative liability movements

 

Derivative liability movements were $1,578,361 and a loss of $380,556 for the three months ended September 30, 2021 and 2020. The derivative liability arose due to the issuance of convertible securities with variable conversion prices and no floor conversion price. The charge during the current period represents the mark-to-market of the derivative liability outstanding as of September 30, 2021.

 

Net loss

 

Net loss was $1,743,077 and $1,706,706 for the three months ended September 30, 2021 and 2020, respectively, an increase in loss of $36,371 or 2.1%. The increase is primarily due to the increase in general and administrative expenses, offset by the net credit in the derivative liability movement, the decrease in the loss on debt conversion and the decrease in interest expense, discussed in detail above.

 

Results of Operations for the Nine Months Ended September 30, 2021 and 2020

 

Net revenue

 

We did not have revenues during the nine months ended September 30, 2021 and 2020. We anticipate that we will recommence generating revenue when we launch our e-wallets once we have determined our deployment strategy, and we deploy our kiosks in the southern California market, the timing of which is uncertain.

 

Cost of goods sold

 

As we did not have revenues during the nine months ended September 30, 2021 and 2020, we anticipate that we will begin to recognize cost of goods sold when we launch our e-wallets once we have determined our deployment strategy, and we deploy our kiosks in the southern California market.

 

General and administrative expenses

 

General and administrative expenses were $9,457,134 and $1,289,542 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $8,167,592 or 633.4%. The increase is primarily due to the following;

 

(i) Salaries and wages of $6,656,270 and $572,900 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $6,083,370 or 1,061,9%. The increase is due to the value of warrants issued to our CEO of $4,327,899; the increase in stock option compensation expense of $1,196,560; the amortization of restricted stock expense with vesting rights of $261,832 during the current period and $439,362 in the prior period; the increase in payroll of $472,690 due to the increase in head count from two people to four people and the increase in our CEO’s salary from $12,500 per month to $30,000 per month; the employment of a CFO at a monthly salary of $18,000 with effect from July 1, 2021; and a severance provision of $294,000 raised due to the termination of several employees, the severance is still being negotiated with the individuals concerned.
   
(ii) Consulting fees of $1,313,134 and $279,200 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $1,033,934 or 370.3%. The increase is due to 8,000,000 restricted shares issued to various advisory board members valued at $776,000 in April 2021 and 5,650,000 shares issued to various consultants and advisory board members valued at $443,050 during July and August 2021. The remaining decrease of $(181,050) is due to management fees paid to various employees before they were appointed to official positions within the Company.
   
(iii) Directors fees of $681,614 and $88,000 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $593,614 or 674.6%, Directors fees in the current period included shares issued to directors valued at $539,000, the value of options granted to directors of $91,608 and cash fees paid of $51,000. Directors fees expense in the prior period represents the value of restricted shares issued to a director.
   
(iv) Selling and marketing costs of $119,514 and $17,199 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $102,315 or 594.9%. The increase is due to initial expenses paid for software development and public relations expenses incurred during the current period amounting to $113,008.
   
(iv) Professional fees of $226,866 and $127,591 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $99,275 or 77.8%. The increase is primarily due to social media expense of $77,565, fees paid to Frictionless of $25,850 as part of the ongoing software development agreement we have in place with them and $40,000 paid to an individual for professional administrative advice.
   
(v) The balance of the increase is made up of several individually insignificant expenses.

 

3

 

 

Depreciation

 

Depreciation was $13,293 and $8,333 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $4,960 or 59.5%. Depreciation during the current period consists primarily of depreciation on the kiosks received from Qpagos Mexico. The increase in depreciation is primarily due to the kiosks being acquired in the second quarter of 2020 and were only amortized for two quarters in the prior period, during the current period these kiosks have been amortized for three quarters.

 

Investment impairment charge

 

Investment impairment charge was $0 and $1,019,960 for the nine months ended September 30, 2021 and 2020, respectively, in the prior year the Company raised an impairment charge against the investment in Vivi Holdings Inc, as Vivi continues to not meet any of its indicated milestones concerning its proposed IPO and fund raising efforts.

 

Loss on debt conversion

 

Loss on debt conversion was $5,184,447 and $433,610 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $4,750,837. The loss on debt conversion during the current year represents a loss realized on the conversion of convertible notes, into equity at fixed conversion prices which ranged from $0.035 to $0.05 per share, when the stock price ranged from $0.05 per share to $0.22 per share, resulting in a significant loss. A total of $2,259,221 was converted from convertible debt to equity during the nine months ended September 30, 2021.

 

Loss on settlement of liabilities

 

Loss on settlement of liabilities was $0 and $50,082 for the nine months ended September 30, 2021 and 2020, respectively, a decrease of $50,082 or 100.0%. The loss on settlement of liabilities in the prior year represents the settlement of certain promissory notes during the current period by the issuance of 1,692,764 shares of common stock at a discount to market prices.

 

Interest expense, net

 

Interest expense was $174,587 and $337,575 for the nine months ended September 30, 2021 and 2020, respectively, a decrease of $162,988 or 48.3%. The decrease is primarily due to a penalty interest expense in the prior period of $211,425 related to the settlement of convertible debt prior to conversion by the note holders offset by the increase in the principal outstanding of convertible debt from $1,505,000 in the prior period to $2,044,000 in the current period.

 

Amortization of debt discount

 

Amortization of debt discount was $3,138,452 and $801,460 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $2,336,992 or 291.6%. The increase is primarily due to the accelerated amortization of debt discount related to notes converted to equity during the first quarter of the current period, in addition, the increase is also due to the increase in the debt discount of $2,569,000 associated with the increase in convertible debt over the prior period.

 

Derivative liability movements

 

Derivative liability movements were $4,714,451 and a loss of $101,945 for the nine months ended September 30, 2021 and 2020. The derivative liability arose due to the issuance of convertible securities with variable conversion prices and no floor conversion price. The charge during the current period represents the mark-to-market of the derivative liability outstanding as of September 30, 2021.

 

Net loss

 

Net loss was $13,253,462 and $4,082,507 for the nine months ended September 30, 2021 and 2020, respectively, an increase in loss of $9,170,955 or 224.6%. The increase is due to the increase in general and administrative expenses, the loss realized on the conversion of convertible debt and the amortization of debt discount, offset by the movement in derivative liabilities, discussed in detail above.

 

4

 

 

Liquidity and Capital Resources

 

To date, our primary sources of cash have been funds raised primarily from the sale of our debt and equity securities.

 

We incurred an accumulated deficit of $40,883,037 through September 30, 2021 and incurred negative cash flow from operations of $1,883,716 for the nine months ended September 30, 2021. The Company’s focus on operating and developing e-wallets that enable consumers to deposit cash, convert it into a digital form and remit the funds to Mexico and other countries quickly and securely, will require us to spend, substantial amounts in connection with implementing our business strategy, including our planned product development.

 

To meet our financing needs, we have raised net convertible debt funding of $2,048,000, received proceeds from warrant exercises of $2,780,460 and additional gross proceeds $4,550,000 from a private placement of equity securities, we believe we have sufficient funding to implement our business strategy.

 

At September 30, 2021, we had cash of $6,531,153 and working capital of $3,821,856, including a derivative liability of $820,965. After eliminating the derivative liability our working capital is $4,642,821.

 

We utilized cash of $1,883,716 and $951,303 in operations for the nine months ended September 30, 2021 and 2020, respectively. Overall cash utilized in operations increased by $932,413, primarily due to the increase in corporate overhead as we ready ourselves for our new technology platform.

 

We invested $500,000 in the common stock of Frictionless which has been contracted to develop our payment platform for the Mexican and other markets. This is a strategic investment and we expect a platform to be ready to utilize within the current year. We also invested a further $250,000 in the acquisition of a license and services for the Beyond Wallet software in the furtherance of our objectives.

 

Cash provided by financing activities for the nine months ended September 30, 2021 was primarily comprised of gross proceeds of $4,550,000 from the private placement on March 17, 2021, $3,009,349 from warrants exercised and $2,569,000 from convertible debt issued. We utilized $501,100 for share issue expenses and repaid convertible debt of $521,000 during the period.

 

At September 30, 2021, we had outstanding notes in the principal amount of $2,044,000. The notes were issued on February 16, 2021 and may be prepaid at any time for the first 90 days in an amount equal to 115% of the principal amount plus accrued interest. From day 91 through day 180, the Notes may be prepaid in an amount equal to 120% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The notes contain certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The notes mature in 12 months, bears interest at a rate of 10% per annum, and are initially convertible into our common stock at a conversion price of $0.23 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). Upon the occurrence of an event of default under the notes, the respective holder has the right to be prepaid at 140% of the outstanding principal balance and accrued interest, and interest accrues at 18% per annum (or the maximum amount permitted by law). In addition, if an event of default under a note has occurred, regardless of whether it has been cured or remains ongoing, such Note will thereafter be convertible at 65% of the lowest closing price of our common stock for the last 10 consecutive trading days.

 

Other than amounts owed under convertible notes, we have a commitment for a property lease which expires in April 2022.

 

The amount of future minimum lease payments under operating leases are as follows:

 

    Amount  
Undiscounted minimum future lease payments      
Total instalments due:      
Remainder of 2021   $ 14,400  
2022     19,200  
    $ 33,600  

 

5

 

 

Capital Expenditures

 

Our capital expenditure will depend on our ability to roll out kiosks to serve the US market, we anticipate we could spend up to $1,000,000 in developing the payment platform and e-wallets.

 

Off Balance Sheet Arrangements

 

None

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks

 

None.

 

Item 4. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that due to the recent appointment of the CFO that there are now sufficient controls over review and accounting, including complex transactions for certain complex transactions, that the Company’s disclosure controls and procedures as of September 30, 2021 are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure. The Company has retained additional individuals to remedy the ineffective controls.

 

(b) Changes in Internal Control over Financial Reporting

 

There has been a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fiscal quarter ended September 30, 2021 that has materially affected, our internal control over financial reporting, thereby remedying the weaknesses identified in previous periods.

 

6

 

 

Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

 

On October 20, 2021, a complaint was filed against the Company and certain of its officers and directors with the Occupational Safety and Health Administration of the United Stated Department of Labor, captioned Naum Voloshin, Yulia Rey, Alexander Voloshin, Andrey Novikov, and Frank Perez v. Innovative Payment Solutions, Inc., William Corbett, Richard Rosenblum, Madisson Corbett, Jim Fuller, Cliff Henry and David Rios.

 

The complaint generally alleges that complainants, former employees of the Company, did not receive compensation to which they claim they were entitled and that they were wrongfully terminated for engaging in protected activities in violation of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A, including reporting concerns about the adequacy of the Company’s internal controls.

 

The complaint seeks reinstatement of complainants’ employment, monetary damages including back pay, raises, bonuses, benefits, overtime, emotional distress and loss of reputation, orders of abatement and injunctive relief, and costs of litigation.

 

While the outcome of this action is uncertain at this point, the Company intends to vigorously defend against the action.

 

We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

 

Item 1A. Risk Factors

 

Not applicable.

 

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

 

Except as described below or as disclosed in Current Reports on Form 10-Q, we did not have any unregistered sales of equity securities during the nine months ended September 30, 2021.

 

As described above, we issued notes in the aggregate principal amount of $2,936,000 in February 2021 convertible into 28,709,182 shares of our common stock and warrants to purchase an aggregate of 28,709,182 shares of common stock.

 

The Company issued an aggregate of 61,793,616 shares of common stock upon the conversion of $2,259,221 of convertible debt and interest thereon between January 5, 2021 and February 23, 2021.

 

The Company issued 60,186,982 shares of common stock upon the exercise of warrants between February 18, 2021 and June 23, 2021.

 

Between July 22, 2021 and August 9, 2021, the Board of Directors approved the issuance of 7,000,0000 shares of common stock to board members that were appointed during the year. In addition, 300,000 shares of common stock were issued to an employee of the Company and 5,650,000 shares of common stock were issued to various consultants.

 

All sales to persons in each of the transactions set forth above were issued relying on the exemption provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder for the offer and sale of securities not involving a public offering, except for debt conversions which were effected relying on Section 3(a)(9) of the Securities Act as the common stock was exchanged by us with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The recipients of securities in each of these transactions relying on Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and had adequate access, through employment, business or other relationships, to information about us.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

7

 

 

Item 6. Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
31.1*   Certification of William Corbett, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2*   Certification of Richard Rosenblum, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule15d-14(a)
32.1*   Certification of William Corbett, Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Richard Rosenblum, Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document.*
101.SCH   Inline XBRL Taxonomy Extension Schema Document.*
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

 

* Filed herewith

 

8

 

 

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.

 

  Innovative Payment Solutions, Inc.
     
Date: November 12, 2021 By: /s/ William Corbett
    William Corbett
    Chief Executive Officer
    (Principal Executive Officer)

 

  By: /s/ Richard Rosenblum
    Richard Rosenblum
    President and Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

9

 

 

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