Ryvyl (RVYL) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 15, 2022
Document Information Line Items
Entity Registrant Name	RYVYL Inc.
Trading Symbol	RVYL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		49,647,531
Amendment Flag	false
Entity Central Index Key	0001419275
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-34294
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	22-3962936
Entity Address, Address Line One	3131 Camino Del Rio North, Suite 1400
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92108
City Area Code	(619)
Local Phone Number	631-8261
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 11,020,840	$ 89,559,695
Restricted cash	26,606,827	0
Accounts receivable, net of allowance for bad debt of $54,795 and $54,795, respectively	790,069	481,668
Inventory, net of inventory reserve of $3,127 and $3,127, respectively	273,684	286,360
Cash due from gateways, net of allowance of $3,904,952 and $3,904,952, respectively	15,125,184	18,941,761
Prepaid and other current assets	14,567,792	6,420,696
Total current assets	68,384,396	115,690,180
Non-current Assets:
Property and equipment, net	1,702,172	1,674,884
Other assets	186,038	190,636
Goodwill	26,625,946	6,048,034
Intangible Assets, net	22,394,833	7,578,935
Operating lease right-of-use assets, net	1,656,448	1,490,159
Investments -assets	1,451,247	0
Total non-current assets	54,016,684	16,982,648
Total assets	122,401,080	132,672,828
Current Liabilities:
Accounts payable	97,183	871,037
Other current liabilities	1,408,410	501,167
Accrued interest	8,022	1,226,287
Payment processing liabilities, net	22,593,376	4,997,807
Short-term notes payable, net of debt discount	12,870	0
Derivative liability	2,520,127	18,735,000
Current portion of operating lease liabilities	632,038	495,134
Total current liabilities	27,272,026	26,826,432
Long-term debt	637,030	649,900
Convertible debt, net of debt discount of $30,241,836 and $41,344,822, respectively	58,661,454	58,655,178
Operating lease liabilities, less current portion	1,124,624	1,035,895
Total liabilities	87,695,134	87,167,405
Commitments and contingencies
Stockholders' Equity:
Common stock, par value $0.001, 82,500,000 shares authorized, shares issued and outstanding of 48,499,026 and 42,831,816, respectively	48,155	42,831
Common stock issuable, par value $0.001, 2,516,189 and 0 shares issuable, respectively	2,412	0
Additional paid-in capital	99,618,045	88,574,469
Accumulated other comprehensive income (loss)	(708,424)	0
Accumulated deficit	(64,254,242)	(38,178,061)
Less: Treasury stock, at cost; 0 and 714,831, respectively	0	(4,933,816)
Total stockholders' equity	34,705,946	45,505,423
Total liabilities and stockholder's equity	$ 122,401,080	$ 132,672,828

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for bad debt (in Dollars)	$ 54,795	$ 54,795
Inventory reserve (in Dollars)	3,127	3,127
Cash due from gateways, allowance (in Dollars)	3,904,952	3,904,952
Convertible debt, discount (in Dollars)	$ 30,241,836	$ 41,344,822
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	82,500,000	82,500,000
Common stock, shares issued	48,499,026	42,831,816
Common stock, shares outstanding	48,499,026	42,831,816
Common stock issuable, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock issuable, shares issuable	2,516,189	0
Treasury stock	0	714,831

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 10,629,691	$ 8,045,469	$ 22,490,824	$ 19,174,089
Cost of Goods Sold	4,269,529	2,420,748	10,976,255	5,337,999
Gross Profit	6,360,162	5,624,721	11,514,569	13,836,090
Operating expenses:
Advertising and marketing	438,523	37,179	1,106,341	84,509
Research and development	1,442,038	1,043,385	5,300,115	2,504,976
General and administrative	1,186,123	784,158	4,331,918	1,648,383
Payroll and payroll taxes	2,384,544	1,250,451	7,480,377	2,871,581
Professional fees	1,031,867	789,772	3,704,226	2,114,996
Stock compensation for employees	0	3,777,572	166,800	5,867,072
Stock grant expense	508,313	0	2,223,611	0
Stock compensation for services	132,696	238,238	338,348	10,418,996
Depreciation and amortization	2,298,849	457,633	4,879,798	477,886
Total operating expenses	9,422,953	8,378,388	29,531,534	25,988,399
Income (Loss) from operations	(3,062,791)	(2,753,667)	(18,016,965)	(12,152,309)
Other income (expense):
Interest expense	(1,906,962)	(4,736)	(5,662,463)	(598,994)
Interest expense - debt discount	(436,817)	0	(11,539,803)	(2,993,408)
Changes in fair value of derivative liability	(4,082,056)	0	14,591,938	0
Derecognition expense on conversion of convertible debt	(5,709,672)	0	(5,709,672)	0
Merchant liability settlement	0	0	0	(364,124)
Other income or expense	62,806	(37,497)	298,021	(56,057)
Total other income (expense), net	(12,072,701)	(42,233)	(8,021,979)	(4,012,583)
Income (loss) before provision for income taxes	(15,135,492)	(2,795,900)	(26,038,944)	(16,164,892)
Income tax provision	34,785	3,253,855	37,237	3,253,855
Net Income (loss)	(15,170,277)	(6,049,755)	(26,076,181)	(19,418,747)
Comprehensive income statement:
Net income (loss)	(15,170,277)	(6,049,755)	(26,076,181)	(19,418,747)
Foreign currency translation loss	(310,585)	0	(708,424)	0
Total comprehensive income (loss)	$ (15,480,862)	$ (6,049,755)	$ (26,784,605)	$ (19,418,747)
Net loss per share:
Basic and diluted (in Dollars per share)	$ (0.32)	$ (0.14)	$ (0.59)	$ (0.49)
Weighted average number of common shares outstanding:
Basic and diluted (in Shares)	47,104,952	42,065,842	44,072,798	39,949,732

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)	Options Held [Member] Additional Paid-in Capital [Member]	Options Held [Member]	Interest Expense [Member] Share to be Issued [Member] Common Stock to be Issued [Member]	Interest Expense [Member] Share to be Issued [Member] Additional Paid-in Capital [Member]	Interest Expense [Member] Share to be Issued [Member]	Interest Expense [Member] Common Stock [Member]	Interest Expense [Member] Additional Paid-in Capital [Member]	Interest Expense [Member]	Share to be Issued [Member] Common Stock to be Issued [Member]	Share to be Issued [Member] Additional Paid-in Capital [Member]	Investor [Member] Common Stock [Member]	Investor [Member] Additional Paid-in Capital [Member]	Investor [Member]	Common Stock [Member]	Common Stock to be Issued [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Total
Balance at Dec. 31, 2020														$ 30,711		$ 12,079,074		$ (11,724,549)		$ 385,236
Balance (in Shares) at Dec. 31, 2020														30,710,645
Common stock issued for exercise of warrant														$ 1,884		3,729,316				3,731,200
Common stock issued for exercise of warrant (in Shares)														1,884,445
Common stock issued for services														$ 709		10,427,127				10,427,836
Common stock issued for services (in Shares)														709,037
Common stock issued for stock options exercised														$ 19		2,231				$ 2,250
Common stock issued for stock options exercised (in Shares)														18,717						100,802
Issuance of common stock											$ 4,773	$ 45,800,718	$ 45,805,491	$ 1,172		(1,172)
Issuance of common stock (in Shares)											4,772,500			1,171,849
Issuances of common stock from previous unregistered shares														$ 703		(703)
Issuances of common stock from previous unregistered shares (in Shares)														703,276
Common stock issued from issuable - Acquisition of Sky assets														$ 1,000		12,139,000				$ 12,140,000
Common stock issued from issuable - Acquisition of Sky assets (in Shares)														1,000,000
Common stock issued for conversion of convertible debt						$ 97	$ 594,258	$ 594,355						$ 1,944		3,848,056				3,850,000
Common stock issued for conversion of convertible debt (in Shares)						96,664								1,944,444
Common stock issued for non-cash stock option														$ 70		(70)
Common stock issued for non-cash stock option (in Shares)														70,112
Common shares issued for restricted shares to executive														$ 83		(83)
Common shares issued for restricted shares to executive (in Shares)														83,333
Treasury Stock																(4,194,000)				(4,194,000)
Purchases of treasury stock														$ (300)					$ (2,679,633)	(2,679,933)
Purchases of treasury stock (in Shares)														(300,000)
Stock compensation expense																5,867,073				5,867,073
Net loss																		(19,418,747)		(19,418,747)
Balance at Sep. 30, 2021														$ 42,865		90,290,826		(31,143,296)	(2,679,633)	56,510,762
Balance (in Shares) at Sep. 30, 2021														42,865,022
Balance at Jun. 30, 2021														$ 42,327		73,916,018		(25,093,541)	(933,343)	47,931,461
Balance (in Shares) at Jun. 30, 2021														42,236,219
Common stock issued for exercise of warrant														$ 107		211,094				211,201
Common stock issued for exercise of warrant (in Shares)														106,667
Common stock issued for services														$ 252		164,660				164,912
Common stock issued for services (in Shares)														251,998
Common stock issued to employees as stock compensation (in Shares)														8,935
Common stock issued for stock options exercised														$ 13		(13)
Common stock issued for stock options exercised (in Shares)														13,217
Issuances of stock to board members for services														$ 9		82,495				82,504
Issuances of stock to board members for services (in Shares)														8,935
Common stock issued from issuable - Acquisition of Sky assets														$ 1,000		12,139,000				12,140,000
Common stock issued from issuable - Acquisition of Sky assets (in Shares)														1,000,000
Common stock shares contributed by shareholder														$ 843						843
Common stock shares contributed by shareholder (in Shares)														(542,014)
Treasury Stock																			(1,746,290)	(1,746,290)
Treasury Stock (in Shares)														(210,000)
Stock compensation expense	$ 3,777,572	$ 3,777,572
Correction of number of shares issued and outstanding due to incorrect common stock split														$ (843)						(843)
Correction of number of shares issued and outstanding due to incorrect common stock split (in Shares)														(542,014)
Net loss																		(6,049,755)		(6,049,755)
Balance at Sep. 30, 2021														$ 42,865		90,290,826		(31,143,296)	(2,679,633)	56,510,762
Balance (in Shares) at Sep. 30, 2021														42,865,022
Balance at Dec. 31, 2021														$ 42,831		88,574,469		(38,178,061)	$ (4,933,816)	$ 45,505,423
Balance (in Shares) at Dec. 31, 2021														43,546,647					(714,831)	42,831,816
Common stock issued for services														$ 205		338,143				$ 338,348
Common stock issued for services (in Shares)														204,883
Common stock issued to shareholder									$ 533	$ (533)				$ 33		(33)
Common stock issued to shareholder (in Shares)									533,333					33,333
Common stock issued to employees as stock compensation														$ 859	$ 13	1,955,188				1,956,060
Common stock issued to employees as stock compensation (in Shares)														859,211	12,756
Common stock issued for stock options exercised														$ 12		5,203				$ 5,215
Common stock issued for stock options exercised (in Shares)														12,417						12,417
Issuances of stock to board members for services (in Shares)														859,211	12,756
Common stock shares contributed by shareholder														$ (381)		333				$ (48)
Common stock shares contributed by shareholder (in Shares)														(745,833)
Common stock issued from issuable - Acquisition of Sky assets														$ 500		2,109,500				2,110,000
Common stock issued from issuable - Acquisition of Sky assets (in Shares)														500,000
Common stock shares contributed by shareholder														$ (500)		500
Common stock shares contributed by shareholder (in Shares)														(500,000)
Common stock issued for conversion of convertible debt			$ 1,866	$ 1,707,143	$ 1,709,009	$ 31	110,301	110,332						$ 5,964		12,820,171				$ 12,826,135
Common stock issued for conversion of convertible debt (in Shares)			1,865,934			30,942								5,956,912
Common shares issued for restricted shares to executive (in Shares)																				700,833
Treasury Stock														$ (1,399)		(8,169,140)			$ 4,933,816	$ (3,236,723)
Treasury Stock (in Shares)														(1,398,586)					714,831
Stock compensation expense																166,800				166,800
Correction of number of shares issued and outstanding due to incorrect common stock split														$ 500		(500)
Correction of number of shares issued and outstanding due to incorrect common stock split (in Shares)														(500,000)
Other comprehensive loss																	$ (708,424)			(708,424)
Net loss																		(26,076,181)		(26,076,181)
Balance at Sep. 30, 2022														$ 48,155	$ 2,412	99,618,045	(708,424)	(64,254,242)		$ 34,705,946
Balance (in Shares) at Sep. 30, 2022														48,499,026	2,412,023					48,499,026
Balance at Jun. 30, 2022														$ 43,884	$ 754	89,386,501	(397,839)	(49,083,965)		$ 39,949,335
Balance (in Shares) at Jun. 30, 2022														44,600,527	754,423
Common stock issued for services														$ 150		132,546				132,696
Common stock issued for services (in Shares)														150,191
Common stock issued to employees as stock compensation														$ 587	$ (208)	458,970				459,349
Common stock issued to employees as stock compensation (in Shares)														586,954	(208,334)
Issuances of stock to board members for services (in Shares)														586,954	(208,334)
Common stock shares contributed by shareholder														$ (48)						(48)
Common stock shares contributed by shareholder (in Shares)														(412,500)
Common stock issued for conversion of convertible debt			$ 1,866	$ 1,707,143	$ 1,709,009	$ 31	$ 110,301	$ 110,332						$ 3,551		7,822,584				$ 7,826,135
Common stock issued for conversion of convertible debt (in Shares)			1,865,934			30,532								3,542,912
Common shares issued for restricted shares to executive (in Shares)																				222,500
Correction of number of shares issued and outstanding due to incorrect common stock split														$ 48						$ 48
Correction of number of shares issued and outstanding due to incorrect common stock split (in Shares)														(412,500)
Other comprehensive loss																	(310,585)			(310,585)
Net loss																		(15,170,277)		(15,170,277)
Balance at Sep. 30, 2022														$ 48,155	$ 2,412	$ 99,618,045	$ (708,424)	$ (64,254,242)		$ 34,705,946
Balance (in Shares) at Sep. 30, 2022														48,499,026	2,412,023					48,499,026

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parentheticals)	9 Months Ended
	Sep. 30, 2021 USD ($)
Retained Earnings [Member]
Common stock, issuance costs	$ 4,305,758

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (26,076,181)	$ (19,418,747)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4,718,262	477,886
Noncash lease expense	54,117	(1,202)
Stock compensation expense	166,800	5,867,072
Common stocks issued for professional fees	338,348	10,418,996
Stock compensation issued for interest	1,819,341	598,994
Common stock issued to employees as stock compensation	2,223,611	0
Interest expense - debt discount	11,539,803	2,993,408
Changes in fair value of derivative liability	(14,591,938)	0
Derecognition expense on conversion of convertible debt	5,709,672	0
Changes in assets and liabilities:
Guarantee deposits	25,906	0
Other receivable, net	(308,401)	(154,556)
Inventory	12,676	(53,278)
Prepaid and other current assets	(1,903,359)	(184,172)
Cash due from gateways, net	3,816,577	(12,114,404)
Other assets	47,644	679,558
Accounts payable	(728,041)	370,487
Other current liabilities	347,718	3,384,258
Accrued interest	(1,218,265)	0
Payment processing liabilities, net	2,561,645	(6,898,339)
Net cash provided by (used in) operating activities	(11,444,065)	(14,034,039)
Cash flows from investing activities:
Purchases of property and equipment	(101,798)	(97,818)
Deposit on acquisitions	(1,451,247)
Purchase of intangibles	(500,000)	(2,500,000)
Net cash used in investing activities	(46,863,645)	(2,597,818)
Cash flows from financing activities:
Treasury stock repurchase	(3,236,723)	(2,679,633)
Proceeds from stock option exercises	5,215	2,250
Repayments on convertible debt	(6,000,000)	0
Borrowing form notes payable		350,000
Proceeds from exercise of warrant	0	3,731,200
Repurchase of common stock from stockholder	0	(4,194,000)
Proceeds from issuance of common stock	0	45,805,491
Net cash provided by (used in) financing activities	(9,231,508)	43,015,308
Cash acquired from acquisition of Northeast and Charge Savvy		1,491,068
Restricted cash acquired from Transact Europe	18,676,860	0
Net increase (decrease) in cash, cash equivalents, and restricted cash	(48,862,358)	27,874,519
Foreign currency translation adjustment	(3,069,670)	0
Cash, cash equivalents, and restricted cash – beginning of period	89,559,695	1,832,735
Cash, cash equivalents, and restricted cash – end of period	37,627,667	29,707,254
Cash paid during the period for:
Interest	4,907,111	4,639
Income taxes	0	800
Non-cash financing and investing activities:
Convertible debt conversion to common stock	12,826,135	3,850,000
Common stock issued for acquisition of Charge Savvy	0	12,140,000
Interest accrual from convertible debt converted to common stock	0	594,355
Transact Europe Holdings [Member]
Cash flows from investing activities:
	(28,810,600)	0
Sky Financial & Intellgence [Member]
Cash flows from investing activities:
	$ (16,000,000)	$ 0

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization RYVYL Inc. is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which we believe offer significant improvements for the payment solutions marketplace. The Company’s core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. The Company was formerly known as ASAP Expo, Inc ("ASAP”), and was incorporated in the state of Nevada on April 10, 2007. On January 4, 2020, the Company and GreenBox POS LLC, a Washington limited liability company ("PrivCo”), entered into an Asset Purchase Agreement (the "Agreement”), to memorialize a verbal agreement (the "Verbal Agreement”) entered into on April 12, 2018, by and among the Company (the Buyer) and PrivCo (the Seller). On April 12, 2018, pursuant to the Verbal Agreement, the Company acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, bank and merchant accounts, as well as all intellectual property related thereto (the "GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, the Company assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business. On May 3, 2018, the Company formally changed its name to GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. On October 13, 2022 GreenBox POS changed its name to RYVYL Inc. (“RYVYL”). On May 21, 2021, the Company acquired all of the outstanding stock of Northeast Merchant Systems, Inc. ("Northeast”) in a transaction treated as a business combination. Northeast is a merchant services company providing merchant credit card processing through their own Bank Identification Number (BIN) with the acquiring bank Merrick. This involves inside operations for new merchants that include sales assistance and applications processing, underwriting, and onboarding; inside operations for existing merchants include risk monitoring and customer service. Outside operations include: equipment service or replacement; sales calls and applications, site inspections and identity verification; security verification; and on-site customer service and technical support. On July 13, 2021 (the "Closing Date”), GreenBox POS entered into and closed on a Membership Interest Purchase Agreement (the "Purchase Agreement”) with Charge Savvy LLC, an Illinois limited liability company ("Charge Savvy”), and Charge Savvy’s three members (collectively, the "Sellers”). One of the Sellers, Ken Haller, was an employee of the Company on the Closing Date. As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests from the Sellers and Charge Savvy became a wholly owned subsidiary of the Company. Although the Purchase Agreement is dated July 9th, it was entered into and closed on July 13th.The purchase price under the Purchase Agreement for the all- stock transaction consisted of 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the "Common Stock”) being issued and delivered to Sellers in proportion to the Sellers’ share of their membership interests in Charge Savvy. The share price at issuance was $12.14. Charge Savvy is a global Fintech company that specializes on developing software and providing payment processing and point of sale services to the merchant services industry. Charge Savvy also owns an approximately 64,000 square foot office building located in Chicago, Illinois where it is headquartered. On April 1, 2022, the Company completed the acquisition of Transact Europe Holdings OOD. Transact Europe EAD (TEU) is an EU regulated electronic money institution headquartered in Sofia Bulgaria. TEU is a Principal Level Member of Visa, a Worldwide Member of MasterCard, and a Principal Member of China UnionPay. In addition, TEU is part of the direct SEPA program. With a global footprint, proprietary payment gateway and technology platforms, TEU offers a comprehensive portfolio of services, and decades of industry experience. TEU provides complete payment solutions by offering acquiring, issuing of prepaid cards and agent banking, serving hundreds of clients. The Company paid approximately $28.8 million (€26.0 million) in total consideration for the purchase. Basis of Presentation and Consolidation The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The consolidated financial statements include the accounts of RYVYL Inc., Northeast Merchant Systems, Inc., Charge Savvy LLC, and Transact Europe Holdings. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. Unaudited Interim Financial Information Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. Segment Reporting Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. We have one reportable segment, consisting of the sale of wireless access products. We generate revenues from two geographic areas, consisting of North America and Europe. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements. The following table contains certain financial information by geographic area: Three Months Ended Nine Months Ended September 30, September 30, Net revenue: 2022 2021 2022 2021 North America $ 9,493,453 $ 8,045,469 $ 20,323,166 $ 19,174,089 Europe 1,136,238 - 2,167,658 - Totals $ 10,629,691 $ 8,045,469 $ 22,490,824 $ 19,174,089 September 30, December 31, Long-lived assets, net (property and equipment and intangible assets): 2022 2021 North America $ 23,080,255 $ 9,253,819 Europe 1,016,750 - Totals $ 24,097,005 $ 9,253,819 Use of Estimates The preparation of financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Foreign Currency Translation The financial position and results of operations of the Company are determined using the local currency, US Dollar (“$”), as the functional currency. The financial position and results of operations of Transact Europe Holdings, the Bulgaria subsidiary of the Company, are initially recorded using its local currency, Bulgarian Lev (“BGN”). Assets and liabilities denominated in foreign currency are translated to the functional currency at the functional currency rate of exchange at the balance sheet date. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, US Dollar, are recorded as a comprehensive income or loss as a component of accumulated other comprehensive income. As of September30, 2022, the exchange rate was BGN 2.0002 to one US Dollar. The average exchange rate for the three months ended September 30, 2022 was BGN 1.9411 per US Dollar. The Company acquired Transact Europe Holdings on April 1, 2022 and Transact Europe Holdings was consolidated from the date of acquisition which is April 1, 2022. Cash, Cash Equivalents and Restricted Cash The Company’s Cash and cash equivalent and Restricted cash represents the following: ● Cash and cash equivalents ● Restricted Cash The following table provides a reconciliation of Cash and cash equivalents, and Restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. September 30, 2022 December 31, 2021 Cash and cash equivalents $ 11,020,840 $ 89,559,695 Restricted cash 26,606,827 - Total cash, cash equivalents and restricted cash $ 37,627,667 $ 89,559,695 Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues is payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2022 and 2021 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arrears strategy. While reserve and payment in arrears restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total Cash due from gateways on the unaudited consolidated balance sheets represents the amount owed to the Company for processing. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue reflects the consideration the Company expects to be entitled to in exchange for the respective goods or services provided. Further, under Accounting Standards Codification 606, “ Revenue from Contracts with Customers , The Company’s primary revenue source is generated from payment processing services. Payment processing services revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed, at a point in time. Fair Value of Financial Instruments The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurement The standard describes three levels of inputs that may be used to measure fair value: Level 1- Quoted prices in active markets for identical assets or liabilities. Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company did not have any Level 1 and Level 2 fair value measurement. The Company had the following Level 3 fair value measurement: Fair Value at September 30, 2022 Customer Relationship $ 25,196,976 Business intellectual properties $ 2,674,851 Derivative Liability $ 2,520,127 Fair Value at December 31, 2021 Customer Relationship $ 5,820,195 Business Technology/IP $ 2,611,088 Derivative liability $ 18,735,000 Prepaid and other current assets Prepaid expenses include the prepayment of various operating expenses such as insurance and income and property taxes which are expensed when the operating cost is realized. Other current assets include the income receivable, loan receivable, security deposit and other assets. Goodwill and Other Intangible Assets The Company accounts for acquisitions of businesses in accordance with the acquisition method. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the identifiable assets acquired and liabilities assumed. Acquisition costs are expensed as incurred. Goodwill and other intangible assets acquired in a business combination determined to have an indefinite useful life are generally not amortized, but instead are tested for impairment at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of September 30, 2022, the Company does not believe that impairment indicators are present, and accordingly, based on this assessment, no further impairment analysis was performed. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of September 30, 2022, we have no material unrecognized tax benefits, and we expect no material unrecognized tax benefits for the next 12 months. Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended September 30, 2022 and 2021, as there are no potential shares outstanding other than options that would have a dilutive effect. Recently Adopted Accounting Updates In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which created FASB ASC Topic 832, Government Assistance (ASC 832). ASC 832 requires business entities to disclose information about certain government assistance they receive. The Company adopted this standard on January 1, 2022 and determined there was no material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers The FASB issued ASU 2020-06 (“Update”) to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance in this area. It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. These changes are intended to make GAAP easier to apply and, therefore, reduce the frequency of errors in this part of the literature. Early adoption is permitted for fiscal years beginning after December 15, 2020. For SEC filers, excluding smaller reporting companies, this Update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The Company is evaluating the impact of this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements.

COVID-19 UPDATE

COVID-19 UPDATE	9 Months Ended
	Sep. 30, 2022
Covi D19 Update Textblock Abstract
COVID-19 Update [Textblock]	3. COVID-19 UPDATE In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and the disease has since spread across the world. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. The full extent to which the COVID-19 outbreak will impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning COVID-19 and the actions to contain or treat its impact and the economic impact and the economic impact on local, regional, national and international markets. As the COVID-19 pandemic continues, the Company’s results of operations, financial condition and cash flows may be materially adversely affected, particularly if the pandemic persists for a significant period of time. On March 27, 2020 , On April 29, 2020, the Company entered into a loan agreement with Preferred Bank under Paycheck Protection Program administered by SBA in the amount of $272,713. Under this loan program, the loan may be forgiven if utilized for specific purpose specified under the CARES Act and PPP guideline. The loan bears interest of 1.00% per annum and matures on April 29, 2022. The loan was forgiven on November 8, 2021.

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2022
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]	4. ACQUISITIONS On April 1, 2022, the Company acquired Transact Europe Holdings for approximately $28.8 million (€26.0 million) in cash. Transact Europe EAD (TEU), an EU regulated electronic money institution headquartered in Sofia, Bulgaria, boasts an array of licenses such as principal level membership of Visa, worldwide membership of MasterCard, and principal membership of China UnionPay. TEU is also part of the direct SEPA (Single Euro Payments Area), a payment system enabling cashless payments across continental Europe. The Company paid approximately $28.8 million as on April 1, 2022. The $28.8 million paid as of June 30, 2022. The following summarizes the estimated fair values of the net assets acquired which is recorded as of April 1, 2022: Tangible assets (liabilities): Net assets and liabilities $ 7,465,907 Intangible assets: Customer relationships 1,266,781 Goodwill 20,077,912 21,344,693 Total net assets acquired $ 28,810,600 On March 31, 2022, the Company acquired a portfolio of merchant accounts from Sky Financial & Intelligence for $18,110,000. The Company paid $16,000,000 of cash in March 2022 and issued 500,000 shares of restricted common stock for the transaction in May 2022. The following summarizes the estimated fair values of the net assets acquired: Intangible assets: Customer relationships $ 18,110,000

SETTLEMENT PROCESSING

SETTLEMENT PROCESSING	9 Months Ended
	Sep. 30, 2022
Settlement Processing Abstract
Settlement Processing [Text Block]	5. SETTLEMENT PROCESSING The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log immense volumes of immutable transactional records in real time. Generally speaking, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, RYVYL Inc. uses proprietary, private ledger technology to verify every transaction conducted within the RYVYL Inc. ecosystem. The verification of transaction data comes from trusted partners, all of whom have been extensively vetted by us. RYVYL Inc. facilitates all financial elements of our closed-loop ecosystem and we act as the administrator for all related accounts. Using our TrustGateway technology, we seek authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When the Gateway settles the transaction, our TrustGateway technology composes a chain of blockchain instructions to our ledger manager system. When consumers use credit/debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from us. The issuance of tokens is accomplished when we load a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar-for-dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit/debit card transaction to the consumer and merchant. While our blockchain ledger records transaction details instantaneously, the final cash settlement of each transaction can take days to weeks, depending upon contract terms between us and the gateways we use, between us and our ISOs, and between us and/or our ISOs and merchants who use our services. In the case where we have received transaction funds, but not yet paid a merchant or an ISO, we hold funds in either a trust account or as cash deemed restricted within our operating accounts. We record the total of such funds as Cash due from gateways, net – a Current Asset. Of these funds, we record the sum balance due to Merchants and ISOs as Payment processing liabilities, net – a Current Liability.

PREPAIDS AND OTHER CURRENT ASSE

PREPAIDS AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Other Current Assets [Text Block]	6. PREPAIDS AND OTHER CURRENT ASSETS As of September 30, 2022, prepaids and other current assets consists of the following: September 30, 2022 December 31, 2021 Prepaid expenses $ 450,251 $ 76,127 Income receivable 685,332 - Loan receivable 6,410,000 5,590,000 Gateway deposit 6,148,756 - Security deposit 18,316 18,316 Other current assets 855,137 736,253 Total prepaids and other current assets $ 14,567,792 $ 6,420,696

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	7. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: September 30, 2022 December 31, 2021 Land and building $ 1,360,000 $ 1,360,000 Computers 222,156 134,982 Furniture and fixtures 149,367 108,715 Vehicles, machinery and equipment 15,315 13,519 Improvements 140,300 140,300 Total property and equipment 1,887,138 1,757,516 Less: accumulated depreciation (184,966 ) (82,632 ) Net property and equipment $ 1,702,172 $ 1,674,884 Depreciation expense was $35,217 and $79,873 for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense was $102,334 and $93,211 for the nine months ended September 30, 2021, respectively.

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Goodwill Disclosure [Text Block]	8. GOODWILL The Company tests goodwill during the fourth quarter of each year or more often if events or circumstances indicate there may be impairment. The Company only has one reporting unit. The Company performs its analysis in accordance with the provisions of FASB ASC Topic 350, Intangibles—Goodwill and Other (ASC 350). This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a goodwill impairment test by comparing the carrying value of its reporting unit to its fair value. The Company determines the estimated fair value of the reporting unit using a discounted cash flow analysis. The fair value of the reporting unit is the implied fair value of goodwill. In the event the reporting unit's carrying value exceeds its fair value, an impairment loss will be recognized. An impairment loss is measured by the difference between the carrying value of the reporting unit and its fair value. As of September 30, 2022, goodwill assets consisted of the following: September 30, 2022 December 31, 2021 Acquisition of Northeast $ 2,793,474 $ 2,293,474 Acquisition of ChargeSavvy 3,754,560 3,754,560 Acquisition of Transact Europe 20,077,912 - Total goodwill $ 26,625,946 $ 6,048,034 The Company recorded $500,000 as a good-will adjustment related to the earn-out provided during the nine months ended September 30, 2022 related to the acquisition of Northeast.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets Disclosure [Text Block]	9. INTANGIBLE ASSETS As of September 30, 2022 intangible assets consists of the following: As of September 30, 2022 As of December 31, 2021 Intangible Assets Amortization Period Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 2 to 5 years $ 25,196,976 $ (4,817,847 ) $ 20,397,129 $ 5,820,195 $ (591,239 ) $ 5,228,956 Business technology/IP 5 years 2,674,851 (659,147 ) 2,015,704 2,611,088 (261,109 ) 2,349,979 Total intangible assets $ 27,871,827 $ (5,458,444 ) $ 22,394,833 $ 8,431,283 $ (852,348 ) $ 7,578,935 Amortization expense was $2,110,815 and $431,936 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense was $464,646 and $438,851 for the nine months ended September 30, 2022 and 2021, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2022 (remainder) $ 2,092,267 2023 8,369,068 2024 7,894,024 2025 3,208,176 2026 831,298 Total $ 22,394,833

LONG-TERM DEBTS

LONG-TERM DEBTS	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Long-Term Debt [Text Block]	10. LONG-TERM DEBTS Long-term debt consisted of the following: As of September 30, 2022 As of December 31, 2021 $149,900 Economic Injury Disaster Loan (EIDL), interest rate of 3.75%, due June 1, 2050 $ 149,900 $ 149,900 $500,000 EIDL, interest rate of 3.75%, due May 8, 2050 500,000 500,000 Total long-term debts 649,900 649,900 Less: current portion 12,870 - Net long-term debts $ 637,030 $ 649,900 SBA CARES Act Loans - $649,900 On June 9, 2020, the Company entered into a 30 year loan agreement with the SBA under the CARES Act in the amount of $149,900. The loan bears interest at 3.75% per annum and requires monthly principal and interest payments of $731 beginning June 9, 2021. Both the Chief Executive Officer and Chairman of the Company signed personal guarantees under this loan. On May 8, 2020, Charge Savvy executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the TNB’s business. As of December 31, 2020, the loan payable, Emergency Injury Disaster Loan noted above is not in default. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), Charge Savvy borrowed an aggregate principal amount of the EIDL Loan of $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 8, 2021 (twelve months from the date of the SBA Loan) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, the Company also received a $10,000 grant, which does not have to be repaid. During the year ended December 31, 2020, $10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of Operations. On Aug 24, 2021, Charge Savvy was granted an increase in loan principal in the amount of $350,000 on identical terms. In connection therewith, Charge Savvy executed (i) loans for the benefit of the SBA (the “SBA Loan”), which contains customary events of default and (ii) Security Agreements, granting the SBA a security interest in all tangible and intangible personal property of Charge Savvy, which also contains customary events of default (the “SBA Security Agreement”). Due to the continued adverse effects of the COVID-19 emergency, on March 15, 2022 the SBA extended the previously deferments granted to COVID EDIL Borrowers to provide an additional 6-month deferment of principal and interest payments on the COVID EDILs. The 6-month deferment extension is effective for all COVID EDILs approved in calendar years 2020, 2021 and 2022. Payments on the $149,900 EDIL are scheduled to begin on December 3, 2022 and payments on the $500,000 EDIL are scheduled to begin on November 8, 2022.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	11. CONVERTIBLE DEBT On November 3, 2021, the Company entered into convertible debt with the following terms: ● Face value of the convertible debt of $100,000,000 ● Original issue discount of 16% of the face value of the debt which amounted to $16,000,000 ● Interest at the rate of 8% per annum payable in cash quarterly in arrears on the first trading day of each calendar quarter on the outstanding balance. The interest rate of the Notes will automatically increase to 15% per annum upon the occurrence and continuance of an event of default. ● Maturity date of November 202, which was extended to November 2024 as part of the Restructuring Agreement entered into between the Company and the Investor on August 16, 2022. ● Certain conversion features. Convertible debt consisted of the following: As of September 30, 2022 As of December 31, 2021 Convertible debt balance $ 85,450,000 $ 100,000,000 Debt discount: Derivative liability (21,580,000 ) (21,580,000 ) Original issue discount of 16% (16,000,000 ) (16,000,000 ) Placement fees and issuance costs (7,240,000 ) (7,200,000 ) Total debt discount (44,820,000 ) (44,780,000 ) Accumulated accretion 14,974,982 3,435,178 Derecognition upon conversion 3,056,472 - Net debt discount after accretion (26,788,546 ) (41,344,822 ) Convertible debt balance, net of debt discount $ 58,661,454 $ 58,655,178 The Company recorded accretion expense as interest expense in the amount of $436,817 and $0 for the three months ended September 30, 2022 and 2021, respectively. The Company recorded accretion expense as interest expense in the amount of $11,539,803 and $0 for the nine months ended September 30, 2022 and 2021, respectively. The Company incurred interest expense of $906,962 and $0 for the three months ended September 30, 2022 and 2021, respectively. The Company incurred interest expense of $662,463 and $0 for the nine months ended September 30, 2022 and 2021, respectively. The Company sold and issued, in a registered direct offering, an 8% senior convertible note due November 3, 2023 in the aggregate original principal amount of $100 million (the “Note”). The Note had an original issue discount of sixteen percent (16%) resulting in gross proceeds of $84 million. The Note was sold pursuant to the terms of a Securities Purchase Agreement, dated November 2, 2021 (the “SPA”), between The Company and the investor in the Note (the “Investor”). The Note was issued on November 8, 2021, pursuant to an indenture dated November 2, 2021 between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Base Indenture”), as supplemented by a first supplemental indenture thereto, dated November 2, 2021, relating to the Notes (the “First Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture, the “First Indenture”). The terms of the Note include those provided in the First Indenture and those made part of the First Indenture by reference to the Trust Indenture Act. On January 28, 2022, we and the Investor, entered into an Agreement and Waiver (the “Waiver”) with regard to the Note that had the following major provisions: a) the Investor agreed to extend the “90 Day Eligibility Date” from February 3, 2022 to May 2, 2022 such that the Investor could no longer, if the closing price of the stock was less than $5.50, convert up to $30 million of the Note into shares of the Company’s common stock (with the conversion price being the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date) (the “Alternate Optional Conversion Price”) prior to May 2, 2022; b) allowed us to acquire, for cancellation, $6 million in in aggregate principal amount of the Note for a purchase price of $6.9 million such that the new principal amount of the Note was $94 million; c) lowered the initial fixed conversion price of the Note from $15 to $12; and d) if the trading volume of our common stock on any individual trading day was over $5 million (the “Alternate Conversion Company Waiver Measuring Date”), allowed the Investor an opportunity to convert up to $5 million of the Note into shares of our common stock from the Alternate Conversion Company Waiver Measuring Date through and including 7:00 PM ET on the immediately following trading day. The conversion price would be the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date. The Company paid the investor $6.0 million on January 31, 2022 and $900,000 fee associated with the Waiver. The foregoing description of the Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Waiver, a copy of which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed on January 31, 2022. On August 16, 2022, we and the Investor entered into a Restructuring Agreement (the “Restructuring Agreement”) that had the following major provisions: a) the Investor agreed to forbear from requiring the repayment of the Note (to the extent such repayment obligation arises solely as a result of the occurrence of the maturity date and not with respect to any event of default or redemption right in the Note or pursuant to the First Indenture) during the period commencing on November 5, 2023 through, and including, November 5, 2024; b) with respect to interest dates on and after October 3, 2022, subject to the satisfaction of certain equity conditions, unless the Company delivers a written notice to the Investor specifying that the interest due on such interest date shall be paid in cash, on the applicable interest date, the Company shall issue shares of its common stock, solely with respect to such applicable interest due on such interest date, at a conversion price equal to 95% of the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion; c) the Company and the Investor agreed that, effective as of August 16, 2022, the Investor would convert $500,000 of principal (together with any accrued and unpaid interest thereon) of the Note into shares of the Company’s common stock at a conversion price equal to the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. The Investor received 495,099 shares of common stock as a result of the conversion price equaling $1.02. d) the Company and the Investor agreed that, with respect to each conversion after August 16, 2022, but not in excess of $4.5 million of principal (together with any accrued and unpaid interest thereon) of the Note, in the aggregate (excluding any interest converted in accordance with the Restructuring Agreement), on each applicable conversion date, the conversion price will equal the lesser of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion; and e) with respect to the Company’s proposed amendment of its Amended and Restated Articles of Incorporation and Amended and Restated By-laws with respect to and in connection with the Company’s proposed name change and increase in the number of authorized shares of the Company (the “Voting Proposal”), the Investor agreed to vote any shares of common stock held by it on the record date of the Voting Proposal in favor of the Voting Proposal. The foregoing description of the Restructuring Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Restructuring Agreement, a copy of which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed on August 16, 2022. Both the Waiver and Restructuring Agreement were accounted for as debt modifications, as the before and after cash flows were not significantly different. During the nine months ended September 30, 2022, the lender converted $8,635,333 of the outstanding balance (including accrued and unpaid interest) into 5,986,954 shares of common stock for an average conversion price of $1.44. During the three and nine months ended September 30, 2022, the lender converted $3,585,978 and $5,067,355 of the outstanding balance (including accrued and unpaid interest) into 3,573,854 and 5,986,854 shares of common stock for an average conversion price of $1.00, respectively. These conversions were accounted for as partial extinguishments of the debt because the conversion features were separately recognized as a derivative liability. As a result, the Company recorded extinguishment losses in the amount of $5,709,672 during the three and nine months ended September 30, 2022. Pursuant to the terms of the Restructuring Agreement, the investor can convert up to another $1,450,000 of the Note at a conversion price that is the lower of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. Thereafter, if the Company’s common stock closing price remains under $5.50 (prior to November 8, 2022) or $6.50 (on and after November 8, 2022), the investor can convert up to another $20,000,000 of the note at a conversion price that is the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date. Ranking The Note is the senior unsecured obligations of the Company and not the financial obligations of our subsidiaries. Until such date as the principal amount of the Note is $5 million or less, all payments due under the Note will be senior to all other indebtedness of the Company and/or any of our subsidiaries. Maturity Date Under its original terms, unless earlier converted, or redeemed, the Note was to mature on November 3, 2023, the second anniversary of the issuance date, which we refer to herein as the “Maturity Date”, subject to the right of the Investors to extend the date: (i) if an event of default under the Note has occurred and is continuing (or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Note) and (ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. We are required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, if any. As part of the Restructuring Agreement entered into with the Investor on August 16, 2022, the Company obtained a forbearance of the Maturity Date from November 5, 2023 to November 5, 2024. Interest The Note bears interest at the rate of 8% per annum which (a) shall commence accruing on the date of issuance, (b) shall be computed on the basis of a 360-day year and twelve 30-day months and (c) shall be payable in cash quarterly in arrears on the first trading day of each calendar quarter or otherwise in accordance with the terms of the Note. If the holder elects to convert or redeem all or any portion of the Note prior to the Maturity Date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable. If we elect to redeem all or any portion of the Note prior to the Maturity Date, all accrued and unpaid interest on the amount being redeemed will also be payable. The interest rate of the Note will automatically increase to 15% per annum upon the occurrence and continuance of an event of default (See “-- Events of Default” below). Subject to the satisfaction of certain equity conditions, the terms of the Restructuring Agreement require the holder to voluntarily convert certain interest payments when due under the Note at 95% if the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. Late Charges We are required to pay a late charge of 15% on any amount of principal or other amounts that are not paid when due. Conversion Fixed Conversions at Option of Holder The holder of the Note may convert all, or any part, of the outstanding principal and interest of the Note, at any time at such holder’s option, into shares of our common stock at an initial fixed conversion price, which is subject to: ● proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions; and ● full-ratchet adjustment in connection a subsequent offering at a per share price less than the fixed conversion price then in effect. First Quarter Adjustment to Fixed Conversion Price Pursuant to the original terms of the Note, since during the fiscal quarter ending March 31, 2022, the Company (i) failed to process at least $750 million in transaction volume or (ii) had revenue that was less than $12 million, and the Note’s fixed conversion price then in effect was greater than the greater of (x) the Note's $1.67 floor and (y) 140% of the market price as of April 1, 2022 (the “Adjustment Measuring Price”) on April 1, 2022, the fixed conversion price automatically adjusted to the Adjustment Measuring Price. As part of the Restructuring Agreement entered into with the Investor on August 16, 2022, the Company agreed to allow for the conversion of up to $4.5 million of principal (together with any accrued and unpaid interest thereon) of the Note a conversion price equal to the lesser of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. 1-Year Alternate Optional Conversion At any time following the first anniversary of the issuance date of the Note, but only if the closing bid price of our common stock on the immediately prior trading day is less than $6.50, the holder of the Note shall have the option to convert, at such holder’s option, pro rata, up to $30 million of the principal amount of the Note (in $250,000 increments) at the Alternate Optional Conversion Price. Alternate Event of Default Optional Conversion If an event of default has occurred under the Note, the holder may alternatively elect to convert the Note (subject to an additional 15% redemption premium) at the “Alternate Event of Default Conversion Price” equal to the lesser of: ● the fixed conversion price then in effect; and the greater of: ● the floor price; and ● 80% of the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. Beneficial Ownership Limitation The Note may not be converted and shares of common stock may not be issued under the Note if, after giving effect to the conversion or issuance, the applicable holder of the Note (together with its affiliates, if any) would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, which is referred to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable holder of Notes, except that any raise will only be effective upon 61-days’ prior notice to us. Change of Control Redemption Right In connection with a change of control of the Company, the holder may require us to redeem in cash all, or any portion, of the Notes at a 15% redemption premium to the greater of the face value, the equity value of our common stock underlying the Notes and the equity value of the change of control consideration payable to the holder of our common stock underlying the Notes. The equity value of our common stock underlying the Notes is calculated using the greatest closing sale price of our common stock during the period immediately preceding the consummation or the public announcement of the change of control and ending the date the holder gives notice of such redemption. The equity value of the change of control consideration payable to the holder of our common stock underlying the Notes is calculated using the aggregate cash consideration and aggregate cash value of any non-cash consideration per share of our common stock to be paid to the holders of our common stock upon the change of control. Events of Default Under the terms of the First Supplemental Indenture, the events of default contained in the Base Indenture shall not apply to the Notes. Rather, the Notes contain standard and customary events of default including but not limited: (i) the suspension from trading or the failure to list our common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of the Company. If an event of default occurs, the holder may require us to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a 15% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes. The equity value of our common stock underlying the Notes is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such event of default and the date we make the entire payment required. Company Optional Redemption Rights At any time no event of default exits, we may redeem all, but not less than all, the Notes outstanding in cash all, or any portion, of the Notes at a 5% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes. The equity value of the Company’s common stock underlying the Notes is calculated using the greatest closing sale price of our common stock on any trading day during the period commencing on the date immediately preceding such date we notify the applicable holder of such redemption election and the date we make the entire payment required. The foregoing description of the Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note, a copy of which is attached hereto as Exhibit 4.1, and incorporated herein by reference. Derivative liability The Notes contain embedded derivatives representing the conversion features, redemption rights, and certain events of default. The Company determined that these embedded derivative required bifurcation and separate valuation. The Company utilizes a binomial lattice model to value its bifurcated derivatives included in the Notes. ASC 815 does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together and fair valued as a single, compound embedded derivative. The Company selected a binomial lattice model to value the compound embedded derivative because it believes this technique is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the Notes. Such assumptions include, among other inputs, stock price volatility, risk-free rates, credit risk assumptions, early redemption and conversion assumptions, and the potential for future adjustment of the conversion price due to triggering events. Additionally, there are other embedded features of the Notes requiring bifurcation, other than the conversion features, which had no value at December 31, 2021 due to management’s estimates of the likelihood of certain events, but that may have value in the future should those estimates change. A continuity of derivative liability for the nine months ended September 30, 2022 is summarized as follows: Total Balance, December 31, 2021 $ 18,735,000 Change in fair value (14,591,938 ) Derecognition upon conversion (1,622,935 ) Balance, September 30, 2022 $ 2,520,127 The Company sold and issued, in a registered direct offering, an 8% senior convertible note due November 3, 2023 in the aggregate original principal amount of $100 million (the “Note”). The Note had an original issue discount of sixteen percent (16%) resulting in gross proceeds of $84 million. The Note was sold pursuant to the terms of a Securities Purchase Agreement, dated November 2, 2021 (the “SPA”), between The Company and the investor in the Note (the “Investor”). The Note was issued on November 8, 2021, pursuant to an indenture dated November 2, 2021 between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Base Indenture”), as supplemented by a first supplemental indenture thereto, dated November 2, 2021, relating to the Notes (the “First Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture, the “First Indenture”). The terms of the Note include those provided in the First Indenture and those made part of the First Indenture by reference to the Trust Indenture Act.

STOCK OPTION AWARDS

STOCK OPTION AWARDS	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Payment Arrangement [Text Block]	12. STOCK OPTION AWARDS The following table represents the employee stock option activity during the nine months ended September 30, 2022 and 2021. Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 477,430 $ 3.53 Granted 230,122 10.59 Exercised (100,802 ) 0.46 Forfeited or Expired (31,251 ) 2.50 Outstanding at September 30, 2021 575,499 $ 7.06 $ 6,865,703 Exercisable at September30, 2021 446,295 $ 5.37 $ 5,324,299 Vested and Expected to Vest at September 30, 2021 547,834 $ 6.80 $ 6,535,660 Outstanding at December 31, 2021 391,562 $ 5.07 Granted - - Exercised (12,417 ) 0.07 Forfeited or Expired (9,702 ) 9.24 Outstanding at September 30, 2022 369,443 $ 1.47 $ - Exercisable at September 30, 2022 369,443 $ 1.47 $ - Vested and Expected to Vest at September 30, 2022 369,443 $ 1.47 $ - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $1.05 and $11.93 as of September 30, 2022 and 2021, respectively, which would have been received by the option holders had all option holders exercised their options as of that date. As of September 30, 2022, there was no unrecognized compensation cost related to non-vested stock options. The Company adopted the 2021 Restricted Stock Plan (“2021 Plan”) in November 2021, which provides for the grant of restricted stock awards and performance stock awards to executive officers, non-employee directors and other key employees of the Company. The 2021 Plan provides for up to 5.0 million shares of common stock. The 2021 Plan awards generally has a term of five years and generally vest and become exercisable at various times from the award grant dates. These awards will have such vesting or other provisions as may be established by the Board of Directors at the time of each award. The following table represents the restricted stock award activity during the nine months ended September 30, 2022 and 2021. Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 - $ - Granted - - Vested - - Forfeited - - Non-vested at September 30, 2021 - $ - Non-vested at January 1, 2022 - $ - Granted 39,413 3.24 Vested (39,413 ) (3.24 ) Forfeited - - Non-vested at September 30, 2022 - $ - Total stock-based compensation expense recognized for the Company’s 2021 Plan was $0 and $1,291,887 for the three months ended September 30, 2022 and 2021, respectively, and $166,800 and $2,089,500 for the nine months ended September 30, 2022 and 2021, respectively.

STOCK GRANT EXPENSE

STOCK GRANT EXPENSE	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Shareholders' Equity and Share-Based Payments [Text Block]	13. STOCK GRANT EXPENSE The Company issues stock with no exercise price to its employees, outside service providers, and board members. These stock grants typically do not have a vesting period and vest immediately upon issuances. The Company issued the following stock during the nine months ended September 30, 2022: Number of shares Nine months ended Three months ended September 30, 2022 September 30, 2022 Employees 50,000 - Services 650,833 222,500 Total stock grants 700,833 222,500 The Company recorded stock grant compensation expense for employees and board members in the amount of $1,496,711 and $1,496,711 for the nine and three months ended September 30, 2022, respectively, and stock grant compensation expense for services in the amount of $205,652 and $79,238 for the nine and three months ended September 30, 2022, respectively. As of September 30, 2022, common stock issuable is 221,090.

COMMON STOCK

COMMON STOCK	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	14. COMMON STOCK GreenBox POS LLC (“PrivCo”), a privately held company owned by Ben Errez, Chairman and Executive Vice President of the Company, and Fredi Nisan, Chief Executive of the Company and a member of its Board of Directors, owns approximately 18,489,207 shares of the Company’s common stock. In November 2021, pursuant to a verbal agreement, which was later memorialized in writing, PrivCo agreed to sell to the Company 1,000,000 shares of common stock in exchange for $5.59 million (based on the $5.59 closing price of the common stock on November 24, 2021). The purpose is to allow the Company, if necessary, to issue shares to new shareholders without increasing the Company’s shares outstanding. On July 31, 2022, pursuant to a verbal agreement that was later memorialized in writing, PrivCo agreed to sell an additional 1,000,000 shares of common stock in exchange for $820,000 (based on the $0.82 closing price of the common stock on July 29, 2022). The purpose of this transaction is the same as November 2021 referenced above. In the nine months ended September 30, 2022, the Company cancelled 1,245,833 of PrivCo’s shares.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block [Abstract]
Lessor, Operating Leases [Text Block]	15. LEASES For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the incremental borrowing rate, in accordance with ASC 842, Leases. The Company leases office space at three locations in California, Florida and Massachusetts. The Company had operating lease expense of $193,151 and $171,883 for the three months ended September 30, 2022 and 2021, respectively. The Company had operating lease expense of $586,607 and $272,672 for the nine months ended September 30, 2022 and 2021, respectively. Future minimum lease payments for all leases as of September 30, 2022 are as follows: Year Amount 2022 (Remainder) $ 232,892 2023 671,630 2024 462,452 2025 350,422 2026 248,605 Thereafter 42,464 Total lease payments 2,008,465 Less: present value adjustment (251,803 ) Present value of total lease liabilities 1,756,662 Less: current lease liabilities (632,038 ) Long-term lease liabilities $ 1,124,624 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the lease commencement date. As of September 30, 2022, the weighted average remaining lease term is 2.5 years and the weighted average discount rate used to determine the operating lease liabilities is 10.0%.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	16. RELATED PARTY TRANSACTIONS ● Kenneth Haller and the Haller Companies Kenneth Haller (“Haller”) became the Company’s Senior Vice President of Payment Systems in November 2018. The Company began working indirectly with Haller earlier in 2018, both individually and through our relationship with MTrac Tech Corporation (“MTrac”), which in turn has business relationships with Haller. Haller brought considerable advantages to the Company’s platform development and business development efforts and capabilities, including transactional business relations and a large network of agents (the “Haller Network”). The Haller Network is an amalgamation of the collective networks of Haller and two companies that wer or are owned or majority-owned by Haller, which were Sky Financial & Intelligence, LLC (“Sky”)(still owned by Haller), and Charge Savvy, LLC (no longer owned by Haller) (collectively, the “Haller Companies”), each of which hadformalized business relationships with the Company, as well as with some of the Company’s partners, which the Company believed allowed the Company to maximize and diversity the Company’s market penetration capabilities. The following are certain transactions between the Company and the Haller Companies: Sky Financial & Intelligence, LLC – Haller owns 100% of Sky Financial & Intelligence LLC (“Sky”), a Wyoming limited liability company, and serves as its sole Managing Member. Sky is a strategic merchant services company that focuses on high-risk merchants and international credit card processing solutions. In 2018, Sky was using RYVYL Inc.’s QuickCard payment system as its main payment processing infrastructure, through Sky’s relationship with MTrac. It was through this successful relationship, that we came to know Haller and the Haller Network. Realizing that the Haller Network and Haller’s unique skill set was highly complementary to our business objectives, we commenced discussions to retain Haller through his consulting firm, Sky, for a senior role, directly responsible for growing RYVYL Inc.’s operations. Subsequently, in November 2018, Haller was appointed as our Senior Vice President of Payment Systems, for a monthly consulting fee of $10,000, paid to Sky (“Haller Consulting Fee”). On March 31, 2022, the Company acquired a portfolio of merchant accounts from Sky Financial & Intelligence for $18,110,000. The Company paid $16,000,000 of cash in March 2022 and issued 500,000 shares of restricted common stock for the transaction in May 2022. As of September 30, 2022, the portfolio of merchant accounts purchased form Sky Financial & Intelligence was still under migration into the Company’s platform. Mr. Haller, became an independent contractor to the Company (and no longer an employee) through his company FINTECH CONSULTING in March 2022. On or around September 2022, the Company terminated the independent contracting agreement with FINTECH Consulting. On July 13, 2021 (the “Closing Date”), GreenBox POS entered into and closed o a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Charge Savvy, LLC – Sky owned 68.4% of Charge Savvy, LLC. Higher Ground Capital, LLC (owned 14%), and Jeff Nickel (owned 17.4%). As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests and Charge Savvy became a wholly owned subsidiary of the Company. The purchase price under the Purchase Agreement for the all-stock transaction consisted of 1,000,000 shares of Common Stock being issued and delivered to the Sellers in proportion to the Sellers’ share of their membership interests in Charge Savvy. The share price at issuance was $12.14. The Company did not pay any commissions to the related parties mentioned above for the nine months ended September 30, 2022 and 2021.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	17. COMMITMENTS AND CONTINGENCIES Legal Proceedings ● Corporate Performance Consulting, LLC (CPC) v. RYVYL Inc. – On April 7, 2021, CPC filed a complaint against RYVYL Inc. in San Diego Superior Court. Plaintiff CPC alleges breach of contract, breach of implied covenant of good faith and fair dealing, goods and services rendered, negligent misrepresentation, violation of CA Business and Professions Code Section 17200, and unjust enrichment. The crux of CPC’s claim is that RYVYL Inc. failed to compensate for certain consulting and corporate advisory services. RYVYL Inc. believes the claims are without merit and intends to defend itself vigorously. On June 17, 2021, RYVYL Inc. filed a Cross-Complaint for breach of contract, breach of implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment, and rescission. The parties are now in the discovery phase and have scheduled mediation on December 15, 2022. ● The Good People Farms, LLC (TGPF) - TGPF initiated an arbitration in AAA on or about April 20, 2020 against RYVYL Inc., Fredi Nisan, Ben Errez, MTrac Tech., Vanessa Luna, and Jason LeBlanc. The matter was placed in abeyance for some time. On January 15, 2021, RYVYL Inc. filed a counterclaim for fraud - intentional misrepresentation, breach of contract, breach of covenant of good faith and fair dealing, violation of California Business and Professions Code Section 17200, and accounting. The arbitration was stayed pending further proceedings in the separate but related action filed by MTrac and Ms. Luna in San Diego Superior Court. The arbitration has now commenced again upon the state court's January 14, 2022 order denying MTrac's and Ms. Luna's motion for summary judgment and granting of TGPF 's motion to compel arbitration as to MTrac only. TGPF submitted a new complaint on June 21, 2022. There was a preliminary arbitration hearing held the first week of July 2022 and final hearings have been provisionally set for April 18-21, 2023. The parties are now in the discovery phase. ● Pure Health, et al. v. Worldpay LLC et al - On February 18, 2022, forty-three online marketer Plaintiffs filed suit in the Court of Common Pleas, Hamilton County, Ohio against Worldpay LLC (formerly Vantiv LLC), Fifth Third Bank, ChargeSavvy LLC, a wholly owned subsidiary of RYVYL Inc., RYVYL Inc., and John Does 1 (Defendants) through 10, alleging breach of contract, breach of implied covenant of good faith and fair dealing, conversion, and money had and received (constructive trust). Defendant RYVYL Inc. believes that Plaintiffs’ claims against it are without merit and plans to pursue all judicial remedies necessary to resolve this matter. On April 22, 2022 Worldpay and Fifth Third filed a motion to stay proceedings and compel arbitration. The parties thereafter stipulated to arbitration, and the Court granted the parties’ stipulation to submit the dispute to binding arbitration on June 1, 2022. On June 9, 2022, the same forty-three online marketers (“Claimants”) filed their demand in AAA Arbitration. RYVYL Inc. submitted an answering to the Claimants’ demand on June 24, 2022. The parties are in the process of selecting an arbitrator. Arbitration is scheduled for July 18, 2023. ● Paul Levine – On April 27, 2022, Paul Levine (“Levine”), former Chief Executive Officer of Coyni, Inc., wholly-owned subsidiary of RYVYL Inc., filed a charge with The Occupational Safety and Health Administration (“OSHA”) against respondents Coyni and RYVYL Inc.. Levine alleges retaliation in violation of the Sarbanes-Oxley Act of 2002, as amended, 18 U.S.C. §1514A (“SOX”). RYVYL Inc. believes the claims are without merit and intends to defend itself vigorously. This matter is currently pending in the investigation phase with OSHA.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events [Text Block]	18. SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following: ● On June 30, 2022, Transact Europe EAD, a subsidiary of the Company entered into a stock purchase agreement to acquire 100% of the outstanding shares of Roark Holdings Ltd., dba Paysos, a UK Limited company. The Company is awaiting final approval by the UK FCA expects to finalize the transaction during Q4 2022. ● In December 2021, the Company entered into a letter of intent to acquire the portfolio of merchants from Merchant Payment Solutions, LLC. A draft purchase agreement was issued in October 2022. The Company expects to finalize the purchase in Q4 2022. ● On November 8, 2022 RYVYL Inc. filed a complaint against its former COO, Luna Consultant Group, LLC and John Does 1 through 50 in San Diego Superior Court. RYVYL is alleging misappropriation of trade secrets, breach of fiduciary duty, and conversion among other causes of action. On November 10, 2022, Vanessa Luna, former COO of RYVYL, filed a complaint against RYVYL and Fredi Nisan. Luna alleges breach of contact, unjust enrichment, promissory estoppel, retaliation and wrong termination, fraud among other claims. Luna is seeking damages including compensatory damages, unpaid wages (past and future), loss of wages and benefits (past and future), expectation damages, and other damages to be proven at trial. The Company denies all allegations. Investigation is ongoing. As the Company cannot predict the outcome of the matter the probability of an outcome cannot be determined. The Company intents to vigorously defend against all claims.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Segment Reporting, Policy [Policy Text Block]	Segment Reporting Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. We have one reportable segment, consisting of the sale of wireless access products. We generate revenues from two geographic areas, consisting of North America and Europe. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements. The following table contains certain financial information by geographic area: Three Months Ended Nine Months Ended September 30, September 30, Net revenue: 2022 2021 2022 2021 North America $ 9,493,453 $ 8,045,469 $ 20,323,166 $ 19,174,089 Europe 1,136,238 - 2,167,658 - Totals $ 10,629,691 $ 8,045,469 $ 22,490,824 $ 19,174,089 September 30, December 31, Long-lived assets, net (property and equipment and intangible assets): 2022 2021 North America $ 23,080,255 $ 9,253,819 Europe 1,016,750 - Totals $ 24,097,005 $ 9,253,819
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	Foreign Currency Translation The financial position and results of operations of the Company are determined using the local currency, US Dollar (“$”), as the functional currency. The financial position and results of operations of Transact Europe Holdings, the Bulgaria subsidiary of the Company, are initially recorded using its local currency, Bulgarian Lev (“BGN”). Assets and liabilities denominated in foreign currency are translated to the functional currency at the functional currency rate of exchange at the balance sheet date. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, US Dollar, are recorded as a comprehensive income or loss as a component of accumulated other comprehensive income. As of September30, 2022, the exchange rate was BGN 2.0002 to one US Dollar. The average exchange rate for the three months ended September 30, 2022 was BGN 1.9411 per US Dollar. The Company acquired Transact Europe Holdings on April 1, 2022 and Transact Europe Holdings was consolidated from the date of acquisition which is April 1, 2022.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]	Cash, Cash Equivalents and Restricted Cash The Company’s Cash and cash equivalent and Restricted cash represents the following: ● Cash and cash equivalents ● Restricted Cash The following table provides a reconciliation of Cash and cash equivalents, and Restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
Receivable [Policy Text Block]	Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues is payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2022 and 2021 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arrears strategy. While reserve and payment in arrears restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total Cash due from gateways on the unaudited consolidated balance sheets represents the amount owed to the Company for processing.
Research and Development Expense, Policy [Policy Text Block]	Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs.
Revenue [Policy Text Block]	Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue reflects the consideration the Company expects to be entitled to in exchange for the respective goods or services provided. Further, under Accounting Standards Codification 606, “ Revenue from Contracts with Customers , The Company’s primary revenue source is generated from payment processing services. Payment processing services revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed, at a point in time.
Fair Value Measurement, Policy [Policy Text Block]	Fair Value of Financial Instruments The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurement The standard describes three levels of inputs that may be used to measure fair value: Level 1- Quoted prices in active markets for identical assets or liabilities. Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Prepaid and other current assets, Policy [Policy Text Block]	Prepaid and other current assets Prepaid expenses include the prepayment of various operating expenses such as insurance and income and property taxes which are expensed when the operating cost is realized. Other current assets include the income receivable, loan receivable, security deposit and other assets.
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]	Goodwill and Other Intangible Assets The Company accounts for acquisitions of businesses in accordance with the acquisition method. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the identifiable assets acquired and liabilities assumed. Acquisition costs are expensed as incurred. Goodwill and other intangible assets acquired in a business combination determined to have an indefinite useful life are generally not amortized, but instead are tested for impairment at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]	Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of September 30, 2022, the Company does not believe that impairment indicators are present, and accordingly, based on this assessment, no further impairment analysis was performed.
Income Tax, Policy [Policy Text Block]	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of September 30, 2022, we have no material unrecognized tax benefits, and we expect no material unrecognized tax benefits for the next 12 months.
Earnings Per Share, Policy [Policy Text Block]	Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended September 30, 2022 and 2021, as there are no potential shares outstanding other than options that would have a dilutive effect.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Adopted Accounting Updates In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which created FASB ASC Topic 832, Government Assistance (ASC 832). ASC 832 requires business entities to disclose information about certain government assistance they receive. The Company adopted this standard on January 1, 2022 and determined there was no material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers The FASB issued ASU 2020-06 (“Update”) to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance in this area. It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. These changes are intended to make GAAP easier to apply and, therefore, reduce the frequency of errors in this part of the literature. Early adoption is permitted for fiscal years beginning after December 15, 2020. For SEC filers, excluding smaller reporting companies, this Update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The Company is evaluating the impact of this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Revenue from External Customers by Geographic Areas [Table Text Block]	We generate revenues from two geographic areas, consisting of North America and Europe. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements. The following table contains certain financial information by geographic area: Three Months Ended Nine Months Ended September 30, September 30, Net revenue: 2022 2021 2022 2021 North America $ 9,493,453 $ 8,045,469 $ 20,323,166 $ 19,174,089 Europe 1,136,238 - 2,167,658 - Totals $ 10,629,691 $ 8,045,469 $ 22,490,824 $ 19,174,089
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]	September 30, December 31, Long-lived assets, net (property and equipment and intangible assets): 2022 2021 North America $ 23,080,255 $ 9,253,819 Europe 1,016,750 - Totals $ 24,097,005 $ 9,253,819
Schedule of Cash and Cash Equivalents [Table Text Block]	The following table provides a reconciliation of Cash and cash equivalents, and Restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. September 30, 2022 December 31, 2021 Cash and cash equivalents $ 11,020,840 $ 89,559,695 Restricted cash 26,606,827 - Total cash, cash equivalents and restricted cash $ 37,627,667 $ 89,559,695
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	The Company did not have any Level 1 and Level 2 fair value measurement. The Company had the following Level 3 fair value measurement: Fair Value at September 30, 2022 Customer Relationship $ 25,196,976 Business intellectual properties $ 2,674,851 Derivative Liability $ 2,520,127 Fair Value at December 31, 2021 Customer Relationship $ 5,820,195 Business Technology/IP $ 2,611,088 Derivative liability $ 18,735,000

ACQUISITIONS (Tables)

ACQUISITIONS (Tables) - Transact Europe Holdings [Member]	9 Months Ended
	Sep. 30, 2022
ACQUISITIONS (Tables) [Line Items]
Schedule of Business Acquisitions, by Acquisition [Table Text Block]	The following summarizes the estimated fair values of the net assets acquired which is recorded as of April 1, 2022: Tangible assets (liabilities): Net assets and liabilities $ 7,465,907 Intangible assets: Customer relationships 1,266,781 Goodwill 20,077,912 21,344,693 Total net assets acquired $ 28,810,600
Asset Acquisition [Table Text Block]	The following summarizes the estimated fair values of the net assets acquired: Intangible assets: Customer relationships $ 18,110,000

PREPAIDS AND OTHER CURRENT AS_2

PREPAIDS AND OTHER CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]	As of September 30, 2022, prepaids and other current assets consists of the following: September 30, 2022 December 31, 2021 Prepaid expenses $ 450,251 $ 76,127 Income receivable 685,332 - Loan receivable 6,410,000 5,590,000 Gateway deposit 6,148,756 - Security deposit 18,316 18,316 Other current assets 855,137 736,253 Total prepaids and other current assets $ 14,567,792 $ 6,420,696

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following: September 30, 2022 December 31, 2021 Land and building $ 1,360,000 $ 1,360,000 Computers 222,156 134,982 Furniture and fixtures 149,367 108,715 Vehicles, machinery and equipment 15,315 13,519 Improvements 140,300 140,300 Total property and equipment 1,887,138 1,757,516 Less: accumulated depreciation (184,966 ) (82,632 ) Net property and equipment $ 1,702,172 $ 1,674,884

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Schedule of Goodwill [Table Text Block]	As of September 30, 2022, goodwill assets consisted of the following: September 30, 2022 December 31, 2021 Acquisition of Northeast $ 2,793,474 $ 2,293,474 Acquisition of ChargeSavvy 3,754,560 3,754,560 Acquisition of Transact Europe 20,077,912 - Total goodwill $ 26,625,946 $ 6,048,034

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets [Table Text Block]	As of September 30, 2022 intangible assets consists of the following: As of September 30, 2022 As of December 31, 2021 Intangible Assets Amortization Period Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 2 to 5 years $ 25,196,976 $ (4,817,847 ) $ 20,397,129 $ 5,820,195 $ (591,239 ) $ 5,228,956 Business technology/IP 5 years 2,674,851 (659,147 ) 2,015,704 2,611,088 (261,109 ) 2,349,979 Total intangible assets $ 27,871,827 $ (5,458,444 ) $ 22,394,833 $ 8,431,283 $ (852,348 ) $ 7,578,935
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]	Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2022 (remainder) $ 2,092,267 2023 8,369,068 2024 7,894,024 2025 3,208,176 2026 831,298 Total $ 22,394,833

LONG-TERM DEBTS (Tables)

LONG-TERM DEBTS (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments [Table Text Block]	Long-term debt consisted of the following: As of September 30, 2022 As of December 31, 2021 $149,900 Economic Injury Disaster Loan (EIDL), interest rate of 3.75%, due June 1, 2050 $ 149,900 $ 149,900 $500,000 EIDL, interest rate of 3.75%, due May 8, 2050 500,000 500,000 Total long-term debts 649,900 649,900 Less: current portion 12,870 - Net long-term debts $ 637,030 $ 649,900

CONVERTIBLE DEBT (Tables)

CONVERTIBLE DEBT (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Convertible Debt [Table Text Block]	Convertible debt consisted of the following: As of September 30, 2022 As of December 31, 2021 Convertible debt balance $ 85,450,000 $ 100,000,000 Debt discount: Derivative liability (21,580,000 ) (21,580,000 ) Original issue discount of 16% (16,000,000 ) (16,000,000 ) Placement fees and issuance costs (7,240,000 ) (7,200,000 ) Total debt discount (44,820,000 ) (44,780,000 ) Accumulated accretion 14,974,982 3,435,178 Derecognition upon conversion 3,056,472 - Net debt discount after accretion (26,788,546 ) (41,344,822 ) Convertible debt balance, net of debt discount $ 58,661,454 $ 58,655,178
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	A continuity of derivative liability for the nine months ended September 30, 2022 is summarized as follows: Total Balance, December 31, 2021 $ 18,735,000 Change in fair value (14,591,938 ) Derecognition upon conversion (1,622,935 ) Balance, September 30, 2022 $ 2,520,127

STOCK OPTION AWARDS (Tables)

STOCK OPTION AWARDS (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Payment Arrangement, Option, Activity [Table Text Block]	The following table represents the employee stock option activity during the nine months ended September 30, 2022 and 2021. Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 477,430 $ 3.53 Granted 230,122 10.59 Exercised (100,802 ) 0.46 Forfeited or Expired (31,251 ) 2.50 Outstanding at September 30, 2021 575,499 $ 7.06 $ 6,865,703 Exercisable at September30, 2021 446,295 $ 5.37 $ 5,324,299 Vested and Expected to Vest at September 30, 2021 547,834 $ 6.80 $ 6,535,660 Outstanding at December 31, 2021 391,562 $ 5.07 Granted - - Exercised (12,417 ) 0.07 Forfeited or Expired (9,702 ) 9.24 Outstanding at September 30, 2022 369,443 $ 1.47 $ - Exercisable at September 30, 2022 369,443 $ 1.47 $ - Vested and Expected to Vest at September 30, 2022 369,443 $ 1.47 $ -
Nonvested Restricted Stock Shares Activity [Table Text Block]	The following table represents the restricted stock award activity during the nine months ended September 30, 2022 and 2021. Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 - $ - Granted - - Vested - - Forfeited - - Non-vested at September 30, 2021 - $ - Non-vested at January 1, 2022 - $ - Granted 39,413 3.24 Vested (39,413 ) (3.24 ) Forfeited - - Non-vested at September 30, 2022 - $ -

STOCK GRANT EXPENSE (Tables)

STOCK GRANT EXPENSE (Tables)	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]	The Company issued the following stock during the nine months ended September 30, 2022: Number of shares Nine months ended Three months ended September 30, 2022 September 30, 2022 Employees 50,000 - Services 650,833 222,500 Total stock grants 700,833 222,500

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Disclosure Text Block [Abstract]
Lessee, Operating Lease, Liability, Maturity [Table Text Block]	The Company leases office space at three locations in California, Florida and Massachusetts. The Company had operating lease expense of $193,151 and $171,883 for the three months ended September 30, 2022 and 2021, respectively. The Company had operating lease expense of $586,607 and $272,672 for the nine months ended September 30, 2022 and 2021, respectively. Future minimum lease payments for all leases as of September 30, 2022 are as follows: Year Amount 2022 (Remainder) $ 232,892 2023 671,630 2024 462,452 2025 350,422 2026 248,605 Thereafter 42,464 Total lease payments 2,008,465 Less: present value adjustment (251,803 ) Present value of total lease liabilities 1,756,662 Less: current lease liabilities (632,038 ) Long-term lease liabilities $ 1,124,624

DESCRIPTION OF BUSINESS AND B_2

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, € in Millions, $ in Millions	Apr. 01, 2022 USD ($)	Apr. 01, 2022 EUR (€)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 EUR (€)	Jul. 13, 2021 ft² $ / shares shares
Charge Savvy LLC [Member]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) [Line Items]
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares					1,000,000
Common Stock, Par or Stated Value Per Share					$ 0.001
Shares Issued, Price Per Share					$ 12.14
Area of Real Estate Property (in Square Feet) | ft²					64,000
Transact Europe Holdings [Member]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) [Line Items]
Payments to Acquire Businesses, Gross	$ 28.8	€ 26	$ 28.8	€ 26

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Number of Reportable Segments	1
Entity-Wide Disclosure on Geographic Areas, Basis for Attributing Revenue to Countries	revenues from two geographic areas, consisting of North America and Europe
Foreign Currency Exchange Rate, Translation	2.0002
Arithmetic Average [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Foreign Currency Exchange Rate, Translation	1.9411

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Revenue from External Customers by Geographic Areas - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Revenue from External Customers by Geographic Areas [Line Items]
Revenues	$ 10,629,691	$ 8,045,469	$ 22,490,824	$ 19,174,089
North America [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Revenue from External Customers by Geographic Areas [Line Items]
Revenues	9,493,453	8,045,469	20,323,166	19,174,089
Europe [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Revenue from External Customers by Geographic Areas [Line Items]
Revenues	$ 1,136,238	$ 0	$ 2,167,658	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets, net	$ 24,097,005	$ 9,253,819
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets, net	23,080,255	9,253,819
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets, net	$ 1,016,750	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Cash and Cash Equivalents - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Schedule Of Cash And Cash Equivalents Abstract
Cash and cash equivalents	$ 11,020,840	$ 89,559,695
Restricted cash	26,606,827	0
Total cash, cash equivalents and restricted cash	$ 37,627,667	$ 89,559,695	$ 29,707,254	$ 1,832,735

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Acquisition	$ 2,520,127	$ 18,735,000
Intellectual Property [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Acquisition	2,674,851
Northeast Merchant Systems, Inc. (“Northeast”) [Member] | Customer Relationships [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Acquisition	$ 25,196,976
Charge Savvy LLC [Member] | Customer Relationships [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Acquisition		5,820,195
Charge Savvy LLC [Member] | Technology-Based Intangible Assets [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Acquisition		$ 2,611,088

COVID-19 UPDATE (Details)

COVID-19 UPDATE (Details) - USD ($)	Nov. 03, 2021	Apr. 29, 2020
Covi D19 Update Textblock Abstract
Debt Instrument, Face Amount	$ 100,000,000	$ 272,713
Debt Instrument, Interest Rate, Stated Percentage	8%	1%

ACQUISITIONS (Details)

ACQUISITIONS (Details) € in Millions	Apr. 01, 2022 USD ($) shares	Apr. 01, 2022 EUR (€) shares	Mar. 31, 2022 USD ($) shares	Mar. 31, 2022 EUR (€) shares
Transact Europe Holdings [Member]
ACQUISITIONS (Details) [Line Items]
Payments to Acquire Businesses, Gross	$ 28,800,000	€ 26	$ 28,800,000	€ 26
Sky Financial & Intellgence [Member]
ACQUISITIONS (Details) [Line Items]
Payments to Acquire Businesses, Gross	16,000,000
Business Combination, Consideration Transferred	$ 18,110,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares	500,000	500,000	500,000	500,000

ACQUISITIONS (Details) - Schedu

ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition - Transact Europe Holdings [Member]	Apr. 01, 2022 USD ($)
Tangible assets (liabilities):
Net assets and liabilities	$ 7,465,907
Intangible assets:
Intangible assets	21,344,693
Total net assets acquired	28,810,600
Goodwill [Member]
Intangible assets:
Intangible assets	20,077,912
Customer Relationships [Member]
Intangible assets:
Intangible assets	$ 1,266,781

ACQUISITIONS (Details) - Sche_2

ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition	Apr. 01, 2022 USD ($)
Sky Financial & Intellgence [Member] | Customer Relationships [Member]
Intangible assets:
Intangible assets	$ 18,110,000

PREPAIDS AND OTHER CURRENT AS_3

PREPAIDS AND OTHER CURRENT ASSETS (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 450,251	$ 76,127
Income receivable	685,332	0
Loan receivable	6,410,000	5,590,000
Gateway deposit	6,148,756
Security deposit	18,316	18,316
Other current assets	855,137	736,253
Total prepaids and other current assets	$ 14,567,792	$ 6,420,696

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 35,217	$ 79,873	$ 102,334	$ 93,211

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,887,138	$ 1,757,516
Less: accumulated depreciation	(184,966)	(82,632)
Net property and equipment	1,702,172	1,674,884
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	1,360,000	1,360,000
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	222,156	134,982
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	149,367	108,715
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	15,315	13,519
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 140,300	$ 140,300

GOODWILL (Details)

GOODWILL (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Disclosure Text Block Supplement [Abstract]
Goodwill, Purchase Accounting Adjustments	$ 500,000

GOODWILL (Details) - Schedule o

GOODWILL (Details) - Schedule of Goodwill - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill	$ 26,625,946	$ 6,048,034
Northeast Merchant Systems, Inc. (“Northeast”) [Member]
Goodwill [Line Items]
Goodwill	2,793,474	2,293,474
Charge Savvy LLC [Member]
Goodwill [Line Items]
Goodwill	3,754,560	3,754,560
Transact Europe Holdings [Member]
Goodwill [Line Items]
Goodwill	$ 20,077,912	$ 0

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 2,110,815	$ 431,936	$ 464,646	$ 438,851

INTANGIBLE ASSETS (Details) - S

INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Cost	$ 27,871,827	$ 8,431,283
Accumulated Amortization	(5,458,444)	(852,348)
Net	22,394,833	7,578,935
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	25,196,976	5,820,195
Accumulated Amortization	(4,817,847)	(591,239)
Net	$ 20,397,129	5,228,956
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	2 years
Customer Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	5 years
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	5 years
Cost	$ 2,674,851	2,611,088
Accumulated Amortization	(659,147)	(261,109)
Net	$ 2,015,704	$ 2,349,979

INTANGIBLE ASSETS (Details) -_2

INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract
2022 (remainder)	$ 2,092,267
2023	8,369,068
2024	7,894,024
2025	3,208,176
Thereafter	831,298
Total	$ 22,394,833	$ 7,578,935

LONG-TERM DEBTS (Details)

LONG-TERM DEBTS (Details) - USD ($)	Jun. 09, 2020	May 08, 2020	Sep. 30, 2022	Dec. 31, 2021
SBA CARES Act Loan [Member]
LONG-TERM DEBTS (Details) [Line Items]
Debt Instrument, Term	30 years
Debt Instrument, Face Amount	$ 149,900		$ 149,900	$ 149,900
Debt Instrument, Interest Rate, Stated Percentage	3.75%		3.75%	3.75%
Debt Instrument, Periodic Payment	$ 731
Economic Injury Disaster Loan (“EIDL”) [Member]
LONG-TERM DEBTS (Details) [Line Items]
Debt Instrument, Face Amount		$ 150,000	$ 500,000	$ 500,000
Debt Instrument, Interest Rate, Stated Percentage		3.75%	3.75%	3.75%
Debt Instrument, Periodic Payment		$ 731
Proceeds from Other Debt		10,000
Other Nonrecurring Income		10,000
Debt Instrument, Increase (Decrease), Net		$ 350,000

LONG-TERM DEBTS (Details) - Sch

LONG-TERM DEBTS (Details) - Schedule of Long-Term Debt Instruments - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt	$ 649,900	$ 649,900
Less: current portion	12,870	0
Net long-term debt	637,030	649,900
SBA CARES Act Loan [Member]
Debt Instrument [Line Items]
Long-term debt	149,900	149,900
Economic Injury Disaster Loan (“EIDL”) [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000	$ 500,000

LONG-TERM DEBTS (Details) - S_2

LONG-TERM DEBTS (Details) - Schedule of Long-Term Debt Instruments (Parentheticals) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Jun. 09, 2020	May 08, 2020
SBA CARES Act Loan [Member]
Debt Instrument [Line Items]
Principal	$ 149,900	$ 149,900	$ 149,900
Interest rate	3.75%	3.75%	3.75%
Due	Jun. 01, 2050	Jun. 01, 2050
Economic Injury Disaster Loan (“EIDL”) [Member]
Debt Instrument [Line Items]
Principal	$ 500,000	$ 500,000		$ 150,000
Interest rate	3.75%	3.75%		3.75%
Due	May 08, 2050	May 08, 2050

CONVERTIBLE DEBT (Details)

CONVERTIBLE DEBT (Details) - USD ($)						3 Months Ended		9 Months Ended
	Aug. 16, 2022	Jan. 31, 2022	Jan. 28, 2022	Nov. 03, 2021	Nov. 02, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 29, 2020
CONVERTIBLE DEBT (Details) [Line Items]
Debt Instrument, Face Amount				$ 100,000,000						$ 272,713
Debt Issuance Costs, Gross, Percent				16%
Debt Issuance Costs, Gross				$ 16,000,000
Debt Instrument, Interest Rate, Stated Percentage				8%						1%
Debt, Default Interest Rate				15%
Interest Expense, Other						$ 436,817	$ 0	$ 11,539,803	$ 0
Interest Expense						$ 906,962	$ 0	662,463	$ 0
Debt, Amendment Description	On August 16, 2022, we and the Investor entered into a Restructuring Agreement (the “Restructuring Agreement”) that had the following major provisions:    a) the Investor agreed to forbear from requiring the repayment of the Note (to the extent such repayment obligation arises solely as a result of the occurrence of the maturity date and not with respect to any event of default or redemption right in the Note or pursuant to the First Indenture) during the period commencing on November 5, 2023 through, and including, November 5, 2024;     b) with respect to interest dates on and after October 3, 2022, subject to the satisfaction of certain equity conditions, unless the Company delivers a written notice to the Investor specifying that the interest due on such interest date shall be paid in cash, on the applicable interest date, the Company shall issue shares of its common stock, solely with respect to such applicable interest due on such interest date, at a conversion price equal to 95% of the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion;     c) the Company and the Investor agreed that, effective as of August 16, 2022, the Investor would convert $500,000 of principal (together with any accrued and unpaid interest thereon) of the Note into shares of the Company’s common stock at a conversion price equal to the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. The Investor received 495,099 shares of common stock as a result of the conversion price equaling $1.02.     d) the Company and the Investor agreed that, with respect to each conversion after August 16, 2022, but not in excess of $4.5 million of principal (together with any accrued and unpaid interest thereon) of the Note, in the aggregate (excluding any interest converted in accordance with the Restructuring Agreement), on each applicable conversion date, the conversion price will equal the lesser of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion; and     e) with respect to the Company’s proposed amendment of its Amended and Restated Articles of Incorporation and Amended and Restated By-laws with respect to and in connection with the Company’s proposed name change and increase in the number of authorized shares of the Company (the “Voting Proposal”), the Investor agreed to vote any shares of common stock held by it on the record date of the Voting Proposal in favor of the Voting Proposal.
Debt Instrument, Fee Amount		$ 900,000
Debt Conversion, Converted Instrument, Amount								$ 8,635,333
Debt Conversion, Converted Instrument, Shares Issued (in Shares)								5,986,954
Debt Instrument, Convertible, Conversion Price (in Dollars per share)						$ 1.44		$ 1.44
Gain (Loss) on Extinguishment of Debt						$ (5,709,672)
Debt Instrument, Convertible, Terms of Conversion Feature	Pursuant to the terms of the Restructuring Agreement, the investor can convert up to another $1,450,000 of the Note at a conversion price that is the lower of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion.Thereafter, if the Company’s common stock closing price remains under $5.50 (prior to November 8, 2022) or $6.50 (on and after November 8, 2022), the investor can convert up to another $20,000,000 of the note at a conversion price that is the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date.
Debt, Late Charge, Percentage					15%
Average conversion price $1.00 [Member]
CONVERTIBLE DEBT (Details) [Line Items]
Debt Conversion, Converted Instrument, Amount						$ 3,585,978		$ 5,067,355
Debt Conversion, Converted Instrument, Shares Issued (in Shares)						3,573,854		5,986,854
Debt Instrument, Convertible, Conversion Price (in Dollars per share)						$ 1		$ 1
Senior Convertible Debt ]Member]
CONVERTIBLE DEBT (Details) [Line Items]
Debt Instrument, Face Amount					$ 100,000,000
Debt Instrument, Interest Rate, Stated Percentage					8%
Debt, Default Interest Rate					15%
Debt, Original Issue Discount Rate					16%
Proceeds from Debt, Net of Issuance Costs					$ 84,000,000
Debt, Amendment Description			On January 28, 2022, we and the Investor, entered into an Agreement and Waiver (the “Waiver”) with regard to the Note that had the following major provisions:    a) the Investor agreed to extend the “90 Day Eligibility Date” from February 3, 2022 to May 2, 2022 such that the Investor could no longer, if the closing price of the stock was less than $5.50, convert up to $30 million of the Note into shares of the Company’s common stock (with the conversion price being the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date) (the “Alternate Optional Conversion Price”) prior to May 2, 2022;         b) allowed us to acquire, for cancellation, $6 million in in aggregate principal amount of the Note for a purchase price of $6.9 million such that the new principal amount of the Note was $94 million;         c) lowered the initial fixed conversion price of the Note from $15 to $12; and         d) if the trading volume of our common stock on any individual trading day was over $5 million (the “Alternate Conversion Company Waiver Measuring Date”), allowed the Investor an opportunity to convert up to $5 million of the Note into shares of our common stock from the Alternate Conversion Company Waiver Measuring Date through and including 7:00 PM ET on the immediately following trading day. The conversion price would be the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date.
Repayments of Debt		$ 6,000,000
Debt Instrument, Convertible, Terms of Conversion Feature					At any time following the first anniversary of the issuance date of the Note, but only if the closing bid price of our common stock on the immediately prior trading day is less than $6.50, the holder of the Note shall have the option to convert, at such holder’s option, pro rata, up to $30 million of the principal amount of the Note (in $250,000 increments) at the Alternate Optional Conversion Price.
Debt Instrument, Description					Until such date as the principal amount of the Note is $5 million or less, all payments due under the Note will be senior to all other indebtedness of the Company and/or any of our subsidiaries.
Debt Conversion, Description					of the Note, since during the fiscal quarter ending March 31, 2022, the Company (i) failed to process at least $750 million in transaction volume or (ii) had revenue that was less than $12 million, and the Note’s fixed conversion price then in effect was greater than the greater of (x) the Note's $1.67 floor and (y) 140% of the market price as of April 1, 2022 (the “Adjustment Measuring Price”) on April 1, 2022, the fixed conversion price automatically adjusted to the Adjustment Measuring Price.
Debt Instrument, Debt Default, Description of Violation or Event of Default					If an event of default has occurred under the Note, the holder may alternatively elect to convert the Note (subject to an additional 15% redemption premium) at the “Alternate Event of Default Conversion Price” equal to the lesser of:    ● the fixed conversion price then in effect; and  the greater of:    ● the floor price; and     ● 80% of the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion.
Debt Instrument, Redemption Price, Percentage					15%
Debt, Ownership Limitations					The Note may not be converted and shares of common stock may not be issued under the Note if, after giving effect to the conversion or issuance, the applicable holder of the Note (together with its affiliates, if any) would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, which is referred to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable holder of Notes, except that any raise will only be effective upon 61-days’ prior notice to us.
Debt Instrument, Redemption, Description					At any time no event of default exits, we may redeem all, but not less than all, the Notes outstanding in cash all, or any portion, of the Notes at a 5% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes
Debt Instrument, Maturity Date					Nov. 03, 2023
Senior Convertible Debt ]Member] | Accrued Interest [Member]
CONVERTIBLE DEBT (Details) [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature	the terms of the Restructuring Agreement require the holder to voluntarily convert certain interest payments when due under the Note at 95% if the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion

CONVERTIBLE DEBT (Details) - Co

CONVERTIBLE DEBT (Details) - Convertible Debt - Senior Convertible Debt ]Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
CONVERTIBLE DEBT (Details) - Convertible Debt [Line Items]
Convertible debt balance	$ 85,450,000	$ 100,000,000
Debt discount:
Derivative liability	(21,580,000)	(21,580,000)
Original Issue Discount of 16%	(16,000,000)	(16,000,000)
Placement fees and issuance costs	(7,240,000)	(7,200,000)
Total debt discount	(44,820,000)	(44,780,000)
Accretion expense	14,974,982	3,435,178
Derecognition upon conversion	3,056,472	0
Net debt discount after accretion	(26,788,546)	(41,344,822)
Convertible debt balance, net of debt discount	$ 58,661,454	58,655,178
Convertible debt balance		$ 85,450,000

CONVERTIBLE DEBT (Details) - Fa

CONVERTIBLE DEBT (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation Abstract
Balance	$ 18,735,000
Change in fair value	(14,591,938)
Derecognition upon conversion	(1,622,935)
Balance	$ 2,520,127

STOCK OPTION AWARDS (Details)

STOCK OPTION AWARDS (Details) - USD ($) $ / shares in Units, shares in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 30, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-Based Payment Arrangement, Option [Member]
STOCK OPTION AWARDS (Details) [Line Items]
Share Price (in Dollars per share)		$ 1.05	$ 11.93	$ 1.05	$ 11.93
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in Shares)						5
Restricted Stock [Member]
STOCK OPTION AWARDS (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	5 years
Share-Based Payment Arrangement, Expense		$ 0	$ 1,291,887	$ 166,800	$ 2,089,500

STOCK OPTION AWARDS (Details) -

STOCK OPTION AWARDS (Details) - Share-based Payment Arrangement, Option, Activity	9 Months Ended
	Sep. 30, 2022 $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares
Share Based Payment Arrangement Option Activity Abstract
Outstanding, Shares | shares	391,562	477,430
Outstanding, Weighted- Average Exercise Price | $ / shares	$ 5.07	$ 3.53
Exercisable, Shares | shares	369,443	446,295
Exercisable, Weighted- Average Exercise Price | $ / shares	$ 1.47	$ 5.37
Exercisable, Aggregate Intrinsic Value | $		$ 5,324,299
Vested and Expected to Vest, Shares | shares	369,443	547,834
Vested and Expected to Vest, Weighted- Average Exercise Price | $ / shares	$ 1.47	$ 6.8
Vested and Expected to Vest, Aggregate Intrinsic Value | $		$ 6,535,660
Granted, Shares | shares	0	230,122
Granted, Weighted- Average Exercise Price | $ / shares	$ 0	$ 10.59
Exercised, Shares | shares	(12,417)	(100,802)
Exercised, Weighted- Average Exercise Price | $ / shares	$ 0.07	$ 0.46
Forfeited or Expired, Shares | shares	(9,702)	(31,251)
Forfeited or Expired, Weighted- Average Exercise Price | $ / shares	$ 9.24	$ 2.5
Outstanding, Shares | shares	369,443	575,499
Outstanding, Weighted- Average Exercise Price | $ / shares	$ 1.47	$ 7.06
Outstanding, Aggregate Intrinsic Value | $		$ 6,865,703

STOCK OPTION AWARDS (Details)_2

STOCK OPTION AWARDS (Details) - Nonvested Restricted Stock Shares Activity - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Nonvested Restricted Stock Shares Activity Abstract
Non-vested Restricted Stock Awards		0
Non-vested Restricted Stock Awards, Weighted Average Grant Date Fair Value		$ 0
Granted	39,413	0
Granted, Weighted Average Grant Date Fair Value	$ 3.24	$ 0
Vested	(39,413)	0
Vested, Weighted Average Grant Date Fair Value	$ (3.24)	$ 0
Forfeited	0	0
Forfeited, Weighted Average Grant Date Fair Value	$ 0	$ 0
Non-vested Restricted Stock Awards	0	0
Non-vested Restricted Stock Awards, Weighted Average Grant Date Fair Value	$ 0	$ 0

STOCK GRANT EXPENSE (Details)

STOCK GRANT EXPENSE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
STOCK GRANT EXPENSE (Details) [Line Items]
Share-Based Payment Arrangement, Expense	$ 132,696	$ 238,238	$ 338,348	$ 10,418,996
Common Stock, Capital Shares Reserved for Future Issuance (in Shares)		221,090		221,090
Employees and Board Members [Member]
STOCK GRANT EXPENSE (Details) [Line Items]
Share-Based Payment Arrangement, Expense	$ 1,496,711		$ 1,496,711
Services [Member]
STOCK GRANT EXPENSE (Details) [Line Items]
Share-Based Payment Arrangement, Expense		$ 79,238		$ 205,652

STOCK GRANT EXPENSE (Details) -

STOCK GRANT EXPENSE (Details) - Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock grants	222,500	700,833
Employees and Board Members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock grants	0	50,000
Share-Based Payment Arrangement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock grants	222,500	650,833

COMMON STOCK (Details)

COMMON STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended
	Feb. 28, 2022	Nov. 30, 2021	Nov. 24, 2021	Sep. 30, 2022	Jul. 29, 2022
COMMON STOCK (Details) [Line Items]
Investment Owned, Balance, Shares		18,489,207
Stock Issued During Period, Shares, New Issues	1,000,000	1,000,000
Stock Issued During Period, Value, New Issues (in Dollars)			$ 5,590
Share Price (in Dollars per share)					$ 0.82
Share to be Issued [Member]
COMMON STOCK (Details) [Line Items]
Stock Issued During Period, Shares, New Issues	820,000
PrivCo [Member]
COMMON STOCK (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares				1,245,833

LEASES (Details)

LEASES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disclosure Text Block [Abstract]
Operating Lease, Expense	$ 193,151	$ 171,883	$ 586,607	$ 272,672
Operating Lease, Weighted Average Remaining Lease Term	2 years 6 months		2 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent	10%		10%

LEASES (Details) - Lessee, Oper

LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Lessee Operating Lease Liability Maturity Abstract
2022 (Remainder)	$ 232,892
2023	671,630
2024	462,452
2025	350,422
2026	248,605
Thereafter	42,464
Total lease payments	2,008,465
Less: present value adjustment	(251,803)
Present value of total lease liabilities	1,756,662
Less: current lease liabilities	(632,038)	$ (495,134)
Long-term lease liabilities	$ 1,124,624	$ 1,035,895

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)				1 Months Ended	12 Months Ended
	Apr. 01, 2022	Mar. 31, 2022	Jul. 13, 2021	Nov. 30, 2018	Dec. 31, 2018	Jul. 13, 2022
Charge Savvy [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Description of Transaction					The Haller Network is an amalgamation of the collective networks of Haller and two companies that wer or are owned or majority-owned by Haller, which were Sky Financial & Intelligence, LLC (“Sky”)(still owned by Haller), and Charge Savvy, LLC (no longer owned by Haller) (collectively, the “Haller Companies”), each of which hadformalized business relationships with the Company, as well as with some of the Company’s partners, which the Company believed allowed the Company to maximize and diversity the Company’s market penetration capabilities.
Stock Issued During Period, Shares, Acquisitions (in Shares)			1,000,000
Shares Issued, Price Per Share (in Dollars per share)			$ 12.14
Charge Savvy [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Equity Method Investment, Ownership Percentage				100%
Sky Financial & Intellgence [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Asset Acquisition, Consideration Transferred (in Dollars)		$ 18,110,000
Monthly Consulting Fee [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction (in Dollars)				$ 10,000
Sky Financial & Intellgence [Member] | Charge Savvy [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Equity Method Investment, Ownership Percentage						68.40%
Higher Ground Capital, LLC [Member] | Charge Savvy [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Equity Method Investment, Ownership Percentage						14%
Jeff Nickel [Member] | Charge Savvy [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Equity Method Investment, Ownership Percentage						17.40%
Sky Financial & Intellgence [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Payments to Acquire Businesses, Gross (in Dollars)	$ 16,000,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)	500,000	500,000
Sky Financial & Intellgence [Member] | Sky Financial & Intellgence [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Payments to Acquire Businesses, Gross (in Dollars)		$ 16,000,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Jun. 30, 2022
Roark Holdings, Ltd. [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Equity Method Investment, Ownership Percentage	100%