Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Innovative Payment Solutions, Inc. | |
Entity Central Index Key | 0001591913 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 333-192877 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 191,121,339 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | |
Current Assets | |||
Cash | $ 124,404 | $ 2,979 | |
Other current assets | 8,668 | 55,059 | |
Total Current Assets | 133,072 | 58,038 | |
Non-current assets | |||
Investment | 1 | 1,019,961 | |
Plant and equipment, net | 41,667 | ||
Right of use asset | 62,290 | ||
Security deposit | 4,000 | ||
Total non-current assets | 107,958 | 1,019,961 | |
Total Assets | 241,030 | 1,077,999 | |
Current Liabilities | |||
Accounts payable | 409,752 | 314,523 | |
Federal relief loans | 60,292 | ||
Loans payable | 23,403 | 61,631 | |
Loans payable - Related parties | 30,026 | ||
Convertible debt, net of unamortized discount of $930,671 and $371,387, respectively | 597,410 | 359,362 | |
Operating lease liability | 43,049 | ||
Derivative liability | 2,138,615 | 905,576 | |
Total Current Liabilities | 3,272,521 | 1,671,118 | |
Non-current liabilities | |||
Federal relief loans | 151,310 | ||
Operating lease liability | 19,241 | ||
Total Liabilities | 3,443,072 | 1,671,118 | |
Stockholders' Deficit | |||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019. | |||
Common stock, $0.0001 par value; 500,000,000 shares authorized, 191,121,339 and 128,902,124 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively. | [1] | 19,112 | 12,890 |
Additional paid-in-capital | 23,046,384 | 21,579,022 | |
Accumulated deficit | (26,267,538) | (22,185,031) | |
Total Stockholders' Deficit | (3,202,042) | (593,119) | |
Total Liabilities and Stockholders' Deficit | $ 241,030 | $ 1,077,999 | |
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible debt, unamortized discount | $ 930,671 | $ 371,387 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 191,121,339 | 128,902,124 |
Common stock, outstanding | 191,121,339 | 128,902,124 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Net Revenue | |||||
Cost of Goods Sold | |||||
Gross profit | |||||
General and administrative | 336,879 | 139,855 | 1,289,542 | 493,847 | |
Depreciation and amortization | 4,166 | 8,333 | |||
Total Expense | 341,045 | 139,855 | 1,297,875 | 493,847 | |
Loss from Operations | (341,045) | (139,855) | (1,297,875) | (493,847) | |
Investment impairment charge | (1,019,960) | ||||
Loss on debt conversion | (283,336) | (486,763) | (433,610) | (1,037,822) | |
Loss on settlement of liabilities | (50,082) | ||||
Penalty on convertible notes | (151,184) | (151,184) | |||
Interest expense | (253,487) | (52,650) | (337,575) | (250,995) | |
Amortization of debt discount | (428,282) | (487,606) | (801,460) | (1,500,143) | |
Derivative liability movements | (380,556) | 123,598 | (101,945) | 986,011 | |
Other (expense) income | (20,000) | (40,000) | |||
Loss before Income Taxes from continuing operations | (1,706,706) | (1,194,460) | (4,082,507) | (2,447,980) | |
Income Taxes | |||||
Net Loss from continuing operations | (1,706,706) | (1,194,460) | (4,082,507) | (2,447,980) | |
Loss from discontinued operations, net of income taxes | (592,852) | (1,084,616) | |||
Net Loss | $ (1,706,706) | $ (1,787,312) | $ (4,082,507) | $ (3,532,596) | |
Basic and diluted loss per share | |||||
Continuing operations | [1] | $ (0.01) | $ (0.05) | $ (0.02) | $ (0.15) |
Discontinued operations | [1] | (0.02) | (0.07) | ||
Basic and diluted loss per share total | [1] | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.22) |
Weighted Average Number of Shares Outstanding | |||||
Basic and diluted | [1] | 181,960,300 | 24,977,520 | 164,604,005 | 15,933,974 |
Other Comprehensive gain | |||||
Foreign currency translation adjustment | $ (2,286) | $ 15,438 | |||
Total Comprehensive income (loss) | $ (1,706,706) | $ (1,789,598) | $ (4,082,507) | $ (3,517,158) | |
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | [1] | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | ||
Balance at beginning at Dec. 31, 2018 | $ 888 | [1] | $ 14,865,765 | $ (18,455,925) | $ 380,907 | $ (3,208,365) | |||
Balance at beginning (in shares) at Dec. 31, 2018 | 8,883,952 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 244 | [1] | 677,719 | 677,963 | |||||
Conversion of debt to equity (in shares) | 2,437,616 | [1] | |||||||
Translation adjustment | [1] | 10,019 | 10,019 | ||||||
Translation adjustment (in shares) | [1] | ||||||||
Net loss | [1] | (866,843) | (866,843) | ||||||
Balance at ending at Mar. 31, 2019 | $ 1,132 | [1] | 15,543,484 | (19,322,768) | 390,926 | (3,387,226) | |||
Balance at ending (in shares) at Mar. 31, 2019 | 11,321,568 | [1] | |||||||
Balance at beginning at Dec. 31, 2018 | $ 888 | [1] | 14,865,765 | (18,455,925) | 380,907 | (3,208,365) | |||
Balance at beginning (in shares) at Dec. 31, 2018 | 8,883,952 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (3,532,596) | ||||||||
Balance at ending at Sep. 30, 2019 | $ 3,105 | [1] | 17,086,236 | (21,988,521) | 396,345 | (4,502,835) | |||
Balance at ending (in shares) at Sep. 30, 2019 | 31,047,897 | [1] | |||||||
Balance at beginning at Mar. 31, 2019 | $ 1,132 | [1] | 15,543,484 | (19,322,768) | 390,926 | (3,387,226) | |||
Balance at beginning (in shares) at Mar. 31, 2019 | 11,321,568 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 352 | [1] | $ 371,578 | $ 371,930 | |||||
Conversion of debt to equity (in shares) | 3,517,084 | [1] | |||||||
Translation adjustment (in shares) | [1] | 7,705 | 7,705 | ||||||
Shares issued for services | $ 8 | [1] | $ 162,246 | $ 162,254 | |||||
Shares issued for services (in shares) | 82,572 | [1] | |||||||
Net loss | (878,441) | (878,441) | |||||||
Balance at ending at Jun. 30, 2019 | $ 1,492 | [1] | 16,077,308 | (20,201,209) | 398,631 | (3,723,778) | |||
Balance at ending (in shares) at Jun. 30, 2019 | [1] | 14,921,224 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 1,548 | [1] | 943,993 | 945,541 | |||||
Conversion of debt to equity (in shares) | 15,476,673 | [1] | |||||||
Translation adjustment | [1] | (2,286) | (2,286) | ||||||
Translation adjustment (in shares) | [1] | ||||||||
Share subscriptions | $ 65 | [1] | 64,935 | 65,000 | |||||
Share subscriptions (in shares) | 650,000 | [1] | |||||||
Net loss | [1] | (1,787,312) | (1,787,312) | ||||||
Balance at ending at Sep. 30, 2019 | $ 3,105 | [1] | 17,086,236 | (21,988,521) | 396,345 | (4,502,835) | |||
Balance at ending (in shares) at Sep. 30, 2019 | 31,047,897 | [1] | |||||||
Balance at beginning at Dec. 31, 2019 | $ 12,890 | [1] | 21,579,022 | (22,185,031) | (593,119) | ||||
Balance at beginning (in shares) at Dec. 31, 2019 | 128,902,124 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 169 | [1] | 105,966 | 106,135 | |||||
Conversion of debt to equity (in shares) | 1,692,764 | [1] | |||||||
Settlement of liabilities | $ 250 | [1] | 99,914 | 100,164 | |||||
Settlement of liabilities (in shares) | 2,504,110 | [1] | |||||||
Shares issued for services | $ 54 | [1] | 29,946 | 30,000 | |||||
Shares issued for services (in shares) | 535,714 | [1] | |||||||
Share subscriptions | $ 140 | [1] | 32,860 | 33,000 | |||||
Share subscriptions (in shares) | 1,400,000 | [1] | |||||||
Stock based compensation | $ 200 | [1] | 87,800 | 88,000 | |||||
Stock based compensation (in shares) | 22,000,000 | [1] | |||||||
Fair value of Restricted Stock Awards | $ 2,050 | [1] | 311,781 | 313,831 | |||||
Fair value of Restricted Stock Awards, shares | [1] | 20,495,000 | |||||||
Net loss | [1] | (1,398,063) | (1,398,063) | ||||||
Balance at ending at Mar. 31, 2020 | $ 15,753 | [1] | 22,247,289 | (23,583,094) | (1,320,052) | ||||
Balance at ending (in shares) at Mar. 31, 2020 | 157,529,712 | [1] | |||||||
Balance at beginning at Dec. 31, 2019 | $ 12,890 | [1] | 21,579,022 | (22,185,031) | (593,119) | ||||
Balance at beginning (in shares) at Dec. 31, 2019 | 128,902,124 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (4,082,507) | ||||||||
Balance at ending at Sep. 30, 2020 | $ 19,112 | [1] | 23,046,384 | (26,267,538) | (3,202,042) | ||||
Balance at ending (in shares) at Sep. 30, 2020 | 191,121,339 | [1] | |||||||
Balance at beginning at Mar. 31, 2020 | $ 15,753 | [1] | 22,247,289 | (23,583,094) | (1,320,052) | ||||
Balance at beginning (in shares) at Mar. 31, 2020 | 157,529,712 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 533 | [1] | 154,933 | 155,466 | |||||
Conversion of debt to equity (in shares) | 5,330,737 | [1] | |||||||
Shares issued for services | $ 28 | [1] | 13,472 | 13,500 | |||||
Shares issued for services (in shares) | 282,146 | [1] | |||||||
Fair value of Restricted Stock Awards | 62,765 | 62,765 | |||||||
Net loss | [1] | (977,738) | (977,738) | ||||||
Balance at ending at Jun. 30, 2020 | $ 16,314 | [1] | 22,478,459 | (24,560,832) | (2,066,059) | ||||
Balance at ending (in shares) at Jun. 30, 2020 | 163,142,595 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 2,798 | [1] | 505,159 | 507,957 | |||||
Conversion of debt to equity (in shares) | 27,978,744 | [1] | |||||||
Fair value of Restricted Stock Awards | [1] | 62,766 | 62,766 | ||||||
Net loss | [1] | (1,706,706) | (1,706,706) | ||||||
Balance at ending at Sep. 30, 2020 | $ 19,112 | [1] | $ 23,046,384 | $ (26,267,538) | $ (3,202,042) | ||||
Balance at ending (in shares) at Sep. 30, 2020 | 191,121,339 | [1] | |||||||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,082,507) | $ (3,532,596) |
Less: net loss from discontinued operations | 1,084,616 | |
Net loss from continuing operations | (4,082,507) | (2,447,980) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Derivative liability movements | 101,945 | (986,011) |
Depreciation | 8,333 | |
Amortization of debt discount | 801,460 | 1,500,143 |
Investment impairment charge | 1,019,960 | |
Loss on conversion of debt to equity | 433,610 | 1,037,822 |
Loss on settlement of liabilities | 50,164 | |
Penalty on convertible notes | 150,000 | |
Convertible notes issued for services | 53,516 | |
Shares issued for services | 43,500 | |
Stock based compensation | 527,362 | 162,254 |
Amortization of right of use asset | 24,451 | |
Changes in Assets and Liabilities | ||
Other current assets | 42,390 | 1,441 |
Accounts payable and accrued expenses | 95,227 | 416,573 |
Operating lease liabilities | (24,451) | |
Interest accruals | 7,253 | 220,934 |
Cash used in operating activities - continuing operations | (951,303) | 108,692 |
Cash used in operating activities - discontinued operations | (632,428) | |
CASH USED IN OPERATING ACTIVITIES | (951,303) | (523,736) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Plant and equipment purchased | (50,000) | |
Net cash used in investing activities - continuing operations | (50,000) | |
Net cash used in investing activities - discontinued operations | (2,441) | |
NET CASH USED IN INVESTING ACTIVITIES | (50,000) | (2,441) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from share issuances | 33,000 | |
Proceeds from loans payable | 85,000 | 199,455 |
Repayment of loans payable | (104,500) | |
Repayment of convertible notes | (703,164) | |
Proceeds from short term notes and convertible notes | 1,602,100 | 300,327 |
Proceeds from federal relief funds | 210,292 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,122,728 | 499,782 |
Effect of exchange rate changes on cash and cash equivalents | 8,408 | |
NET DECREASE IN CASH | 121,425 | (17,987) |
CASH AT BEGINNING OF PERIOD | 2,979 | 71,294 |
CASH AT END OF PERIOD | 124,404 | 53,307 |
CASH PAID FOR INTEREST AND TAXES: | ||
Cash paid for income taxes | ||
Cash paid for interest | 340,242 | |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Recognition of right of use lease | 86,741 | |
Conversion of convertible debt to equity | 769,558 | 1,022,612 |
Settlement of liabilities with equity | $ 100,164 | $ 74,662 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS a) Organization On May 12, 2016, Innovative Payment Solutions, Inc. (formerly known as QPAGOS and Asiya Pearls, Inc.), a Nevada corporation ("IPSI" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Qpagos Corporation, a Delaware corporation ("Qpagos Corporation"), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of IPSI ("Merger Sub"). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the "Merger"), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation's capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of IPSI common stock, par value $0.0001 per share (the "Common Stock"). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, IPSI assumed all of Qpagos Corporation's warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 6,219,200 pre reverse split (621,920 post reverse split that was effected in November 2019) shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPSI stockholder of 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock agreed to return to IPSI 4,975,000 pre reverse split (497,500 post reverse split that was effected in November 2019) shares of Common Stock held by such holder to IPSI and the then-current IPSI stockholder retained an aggregate of 25,000 pre reverse split (2,500 post reverse split that was effected in November 2019) shares of Common Stock and the other stockholders of IPSI retained 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation's former stockholders held 49,929,000 pre reverse split (4,992,900 post reverse split that was effected in November 2019) shares of IPSI common stock which represented approximately 91% of the outstanding Common Stock. The Merger was treated as a reverse acquisition of IPSI, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation was treated as the acquirer for accounting and financial reporting purposes while IPSI was treated as the acquired entity for accounting and financial reporting purposes. Qpagos Corporation ("Qpagos") was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. ("Qpagos Mexico") and Redpag Electrónicos S.A.P.I. de C.V. ("Redpag"). Each of the entities were incorporated in November 2013 in Mexico. Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag was formed to deploy and operate kiosks as a distributor. On May 27, 2016 Asiya changed its name to QPAGOS. On June 1, 2016, the board of directors of QPAGOS (the "Board") changed the Company's fiscal year end from October 31 to December 31. On November 1, 2019, the Company changed its name from QPAGOS to Innovative Payment Solutions, Inc. Also on November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the Company's common stock, par value $0.0001 per share (the "common stock") at a ratio of 1-for-10, effective on November 1, 2019 (the Reverse Stock Split"). As a result of the Reverse Stock Split, each ten pre-split shares of common stock outstanding automatically combined into one new share of common stock without any further action on the part of the holders, and the number of outstanding shares of common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. On December 31, 2019, Innovative Payment Solutions consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the "Vivi Shares") of common stock of Vivi Holdings, Inc. ("Vivi" or "Vivi Holdings") pursuant to a Stock Purchase Agreement dated August 5, 2019 (the "SPA"). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company's shareholders. Innovative Payment Solutions no longer has any business operations in Mexico and has retained its U.S. operations based in Calabasas, California. b) Description of the business Subsequent to the merger of Qpagos Corporation into IPSI and until the divestiture of Qpagos Corporation, Qpagos Mexico and Redpag, the Company's focus was on the operations of Qpagos Corporation in Mexico. The Company's current focus is on providing physical and virtual payment services to the United States market, leveraging the knowledge it obtained from the operations of Qpagos Corporation. On December 31, 2019, the Company consummated the disposal of Qpagos Corporation, including the two Mexican subsidiaries, Qpagos Mexico and Redpag pursuant to the SPA, in exchange for 2,250,000 shares of common stock of Vivi Holdings, of which nine percent (9%) was allocated to the following: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company's shareholders. The Company no longer has any business operations in Mexico and has retained its U.S. operations based in Northridge, California. Qpagos Corporation, through its subsidiaries Qpagos Mexico and Redpag, provided physical and virtual payment services to the Mexican market. Qpagos Corporation provided an integrated network of kiosks, terminals and payment channels that enabled consumers in Mexico to deposit cash, convert it into a digital form and remit the funds to any merchant in our network quickly and securely. Qpagos Mexico helped consumers and merchants connect more efficiently in markets and consumer segments, such as Mexico, that are largely cash-based and lack convenient alternatives for consumers to pay for goods and services in physical, online and mobile environments. c) COVID-19 Outbreak In March 2020, the outbreak of COVID-19 (also known as the coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While, to date, the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company provides an integrated network of kiosks, terminals and payment channels that enable consumers to deposit cash, convert it into a digital form and remit the funds to any merchant in its network quickly and securely. The Company has plans to roll out 50 kiosks in Southern California to provide digital payments for the unbanked and underbanked using self-service kiosks and an E wallet ecosystem. The kiosks are currently located in the Company's warehouses in Southern California awaiting installation. Due to measures imposed by the local governments in areas affected by COVID-19, businesses have been suspended due to local and state stay-at-home orders intended to contain the COVID-19 outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on the Company's business and financial condition and has hampered its ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees for the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. As a result, the Company's books and records were not easily accessible, resulting in delays in preparation and completion of its financial statements. Further, the various governmental mandatory closures of businesses in these locations have precluded the Company's personnel, particularly its senior accounting staff, from obtaining access to its books and records necessary to prepare the Company's financial statements to be included in this Report. The Company continues to monitor the impact of the COVID-19 outbreak closely. The extent to which the COVID-19 outbreak will continue to impact the Company's operations, ability to obtain financing or future financial results is uncertain. |
ACCOUNTING POLICIES AND ESTIMAT
ACCOUNTING POLICIES AND ESTIMATES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES AND ESTIMATES | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2020 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Report should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2019, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on May 14, 2020 (the "2019 10-K"). All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company. In the prior year the financial statements included the Company and its wholly owned subsidiary and its indirect subsidiaries. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Entity Percentage Country Disposed of Innovative Payment Solutions, Inc - USA - Qpagos Corporation 100 % USA December 31, 2019 Qpagos, S.A.P.I de C.V. 99.996 % Mexico December 31, 2019 Redpag Electrónicos, S.A.P.I. de C.V 99.990 % Mexico December 31, 2019 c) Mexican Operations The financial statements of the Company's discontinued Mexican operations in the prior period are measured using local currencies as their functional currencies. The Company translated the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at the period end and the results of operations at the average rate throughout the period. The translation adjustments are recorded directly as a separate component of stockholders' equity, while transaction gains (losses) are included in net income (loss). All sales were to customers located in Mexico. d) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ materially from those estimates and judgments. In particular, significant estimates and judgments include those related to; the estimated useful lives for plant and equipment, investment valuation, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company's estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity. The carrying amounts reported in the balance sheets for cash, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments g) Risks and Uncertainties The Company's operations will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. The recent global Covid-19 breakout has caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. In addition, businesses have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on its business and financial condition and has hampered the Company's ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. h) Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2020-06, debt with Conversion and Other Options (subtopic 470-20): and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40), certain accounting models for convertible debt instruments with beneficial conversion features or cash conversion features are removed from the guidance and for equity instruments the contracts affected are free standing instruments and embedded features that are accounted for as derivatives, the settlement assessment was simplified by removing certain settlement requirements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021. The effects of this ASU on the Company's condensed consolidated financial statements is currently being assessed and is expected to have an impact on the treatment of certain convertible instruments and the derivative liabilities associated with these convertible instruments. The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. i) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At September 30, 2020 and December 31, 2019, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At September 30, 2020 and December 31, 2019, the balance did not exceed the federally insured limit. j) Investments The Company's non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn't result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. The Company recorded an impairment charge of $0 and $1,019,960 on its non-marketable equity securities for the three and nine months ended September 30, 2020, respectively. The impairment charge was based on management's determination that due to the lack of ability, to date, by Vivi Holdings ("Vivi") to fulfill its capital raising requirements and implement its business strategy that there is a significant risk that Vivi may not be able to meet its obligations. k) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 3 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. l) Long-Term Assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. m) Revenue Recognition The Company's revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue. The Company's revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. The Company had the following sources of revenue during the nine months ended September 30, 2019 which was recognized on the basis described below. ● Revenue from the sale of services Prepaid services were acquired from providers and were sold to end-users through kiosks that the Company owned or kiosks that were owned by third parties. The Company recognized the revenue on the sale of these services when the end-user deposited funds into the terminal and the prepaid service was delivered to the end-user. The revenue was recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which was collected on behalf of the Mexican Revenue Authorities. ● Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through its kiosks. During the nine months ended September 30, 2019, the Company earned either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acted as a collection agent and recognized the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the funds were deposited into the kiosk and the customer had settled his liability or had acquired a prepaid service. ● Revenue from the sale of kiosks. During the nine months ended September 30, 2019, the Company imported, assembled and sold kiosks that were used to generate the revenues discussed above. Revenues were recognized on the full value of the kiosks sold, net of any sales taxation collected on behalf of the Revenue authorities, when the customers took delivery of the kiosk and all the risks and rewards of ownership were passed to the customer. n) Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards' grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations. Prior to the Merger on May 12, 2016, all share-based payments were based on management's estimate of market value of the Company's equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company's common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company's reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. o) Derivative Liabilities ASC topic 815: Derivatives and Hedging ("topic 815") generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. p) Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred an operating loss since inception resulting in an accumulated deficit of $26,267,538 as of September 30, 2020 and has not generated sufficient revenue to cover its operating expenditure, raising substantial doubt about the Company's ability to continue as a going concern. In addition to operational expenses, as the Company executes its US business plan, additional capital resources will be required. The Company will need to raise capital in the near term in order to continue operating and executing its new US business plan. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has acquired kiosks that it plans to deploy in the US market and establish a payment solution to certain demographic sectors, thereby generating revenues in the US market with an expected improvement in margins. In addition, the Company intends to raise additional equity or loan funds to meet its short-term working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern for at least the next twelve months from the date the financial statements were issued. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 4 DISCONTINUED OPERATIONS Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation to Vivi. The operations of Qpagos Corporation and its two Mexican entities; Qpagos Mexico and Redpag which represent substantially all of its assets, are reported as discontinued operations. The statement of operations from discontinued operations is as follows: Three months Nine months 2019 2019 Net Revenue $ 3,480,878 $ 7,550,475 Cost of Goods Sold 3,767,192 7,748,178 Gross profit (286,314 ) (197,703 ) General and administrative 278,960 832,623 Depreciation and amortization and impairment costs 11,276 33,885 Total Expense 290,236 866,508 Loss from Operations (576,550 ) (1,064,211 ) Other income (expense) (866 ) 1,007 Foreign currency loss (15,436 ) (21,412 ) Loss before taxation (592,852 ) (1,084,616 ) Taxation - - Loss from discontinued operations, net of taxation (592,852 ) $ (1,084,616 ) |
INVESTMENT
INVESTMENT | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT | 5 INVESTMENT Investment in Vivi Holdings, Inc. Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation, together with its 99.9% ownership interest of Qpagos Mexico and Redpag, to Vivi. As consideration for the disposal Vivi issued an aggregate of 2,250,000 Shares of its common stock as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company's designee, Mr. Andrey Novikov; 33,750 Shares to the Company's designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company's designee, Mr. Gaston Pereira. Due to the lack of available information, the Vivi Shares were valued by a modified market method, whereby the value of the assets disposed of were determined by management using the enterprise value of the entire Company less the liabilities and assets retained by the Company. As of September 30, 2020, the Company impaired the carrying value of the investment in Vivi by $1,019,960 based on Vivi's lack of ability to execute on its proposed IPO and fund raising activities, largely impacted by the COVID-19 pandemic. The shares in Vivi are unlisted as of September 30, 2020. September 30, December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 $ 1,019,961 Impairment provision (1,019,960 ) - $ 1 $ 1,019,961 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | 6 LEASES Adoption of ASC Topic 842, "Leases" On January 1, 2019, the Company adopted Topic 842 using the prospective transition method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting under Topic 840. The Company entered into a real property lease for office and warehouse space located at 19355 Business Center Drive in Northridge California, Los Angeles County. The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly rental expense is $3,945 per month with no escalations during the term of the lease. The initial value of the right-of-use asset was $86,741 and the operating lease liability was $86,741. The Company monitors for events or changes in circumstances that require a reassessment of our lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset unless doing so would reduce the carrying amount of the right-of-use asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative right-of-use asset balance is recorded as a loss in the statement of operations. Discount Rate To determine the present value of minimum future lease payments for operating leases at February 15, 2020, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the 5 year ARM interest rate at the time of entering into the agreement and compared that rate to the Company's weighted average cost of funding at the time of entering into the operating lease. The Company determined that 10.00% was an appropriate incremental borrowing rate to apply to its real-estate operating lease. Right of use assets Right of use assets are included in the unaudited condensed consolidated Balance Sheet are as follows: September 30, Non-current assets Right of use assets, operating leases, net of amortization $ 62,290 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Nine months Operating lease expense $ 29,588 Maturity of Operating Leases The amount of future minimum lease payments under operating leases are as follows: Amount Undiscounted minimum future lease payments Total instalments due: 2020 $ 11,835 2021 47,340 2022 7,890 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 Other lease information: Nine months September 30, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (29,588 ) Remaining lease term – operating lease 17 months Discount rate – operating lease 10.0 % |
FEDERAL RELIEF LOANS
FEDERAL RELIEF LOANS | 9 Months Ended |
Sep. 30, 2020 | |
Federal Relief Loan [Abstract] | |
FEDERAL RELIEF LOAN | 7 FEDERAL RELIEF LOANS Payroll Protection Program loan On May 7, 2020, the Company received a Payroll Protection Program ("PPP") loan through its bankers, Wells Fargo Bank, amounting to $60,292 earning interest at 1% per annum, maturing on May 5, 2022 and repayable in installments of $2,538 commencing on November 5, 2020. The Company may apply for the loan to be forgiven in whole or in part based on the loan being utilized for payroll costs, continuation of healthcare benefits, mortgage interest payments, rent, utility and interest payments on any other debt obligation. The Company anticipates that the loan will be forgivable. Small Business Administration Disaster Relief loan On July 7, 2020, the Company received a Small Business Economic Injury Disaster loan amounting to $150,000, bearing interest at 3.75% per annum and repayable in monthly installments of $731 commencing twelve months after inception with the balance of interest and principal repayable on July 7, 2050. The loan is secured by all tangible and intangible assets of the Company. The proceeds are to be used for working capital purposes to alleviate economic injury caused by the COVID-19 pandemic. |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 8 LOANS PAYABLE Loans payable consisted of the following: Description Interest Maturity September 30, December 31, Stanislav Minaychenko 4.0 % September 16, 2020 14,390 23,930 Maxim Pukhoskiy 4.0 % June 16, 2020 7,963 17,683 Dieter Busenhart 10.0 % January 17, 2021 1,050 - Alexander Motorin 4.0 % December 23, 2020 - 20,018 Total loans payable $ 23,403 $ 61,631 Interest expense totaled $767 and $1,148 for the three and nine months ended September 30, 2020, respectively, and $1,328 and $6,803 for the three and nine months ended September 30, 2019, respectively. Stanislav Minaychenko On December 17,2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Stanislav Minaychenko, the Company issued a promissory note to Mr. Minaychenko in settlement of $23,893 owing to him in terms of a service agreement dated September 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020. During the nine months ended September 30, 2020, the Company repaid an aggregate principal amount of $10,000. On July 1, 2020, the Company entered into an extension agreement with Stanislav Minaychenko, extending the maturity date to September 16, 2020. The note is currently in default as we were unable to pay the outstanding balance by September 16, 2020. The note has no default penalties and we anticipate repaying the note as soon as we have sufficient funds. The balance of the promissory note, including interest thereon at September 30, 2020 is $14,390. Maxim Pukhoskiy On December 17, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Maxim Pukhoskiy, the Company issued a promissory note to Mr. Pukhoskiy in settlement of $17,856 owing to him in terms of a service agreement dated May 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020. During the nine months ended September 30, 2020, the Company repaid an aggregate principal amount of $10,000. The note is currently in default as we were unable to pay the outstanding balance by June 16, 2020. The note has no default penalties and we anticipate repaying the note as soon as we have sufficient funds. The balance of the promissory note, including interest thereon at September 30, 2020 is $7,963. Dieter Busenhart On July 17, 2020, the Company issued a promissory note to Dieter Busenhart in the aggregate principal amount of $50,000 for net proceeds of $50,000, bearing interest at 10% per annum and maturing on January 17, 2021. Between August 5, 2020 and September 16, 2020, the Company repaid $49,500 of the principal outstanding. The balance of the promissory note, including interest thereon at September 30, 2020 is $1,050. Alexander Motorin On December 23, 2019, in terms of a debt purchase agreement entered into with Waketec OU, Mr. Motorin acquired $20,000 of the promissory note issued to Waketec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the company agreed to the assignment of the debt owed to Mr. Motorin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $20,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. On January 7, 2020, the Company entered into a debt exchange agreement whereby the aggregate principal sum of $20,000 plus accrued interest of $33 was exchanged for 1,001,644 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $20,033. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 9 CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: Unamortized September 30, December 31, Description Interest Maturity Principal Accrued debt Balance, Balance, Power Up Lending Group 12% November 12, 2020 - - - - 11,643 12% December 23, 2020 - - - - 1,543 12% January 22, 2021 - - - - - 12% July 13, 2021 63,000 1,636 (49,364 ) 15,272 - GS Capital Partners, LLC 8% August 14, 2019 - - - - 27,557 8% August 14, 2019 - - - - 174,789 8% February 4, 2020 - - - - 49,243 Crown Bridge Partners, LLC 8% August 31, 2019 - - - - 30,803 8% October 16, 2019 - - - - 30,387 Odyssey Funding LLC 10% November 15, 2020 - - - - 27,658 10% January 13, 2021 - - - - - Black Ice Advisors, LLC 10% November 25, 2020 - - - - 5,739 Adar Alef, LLC 10% February 5, 2021 - - - - - LG Capital Funding LLC 10% February 24, 2021 - - - - - Cavalry Fund I LP 10% June 30, 2021 300,000 7,479 (202,193 ) 105,286 - 10% July 31, 2021 300,000 5,014 (126,476 ) 178,538 - 10% September 24, 2021 114,000 187 (112,126 ) 2,061 - Mercer Street Global Opportunity Fund, LLC 10% August 3, 2021 400,000 6,356 (168,885 ) 237,471 - Pinz Capital Special Opportunities Fund LP 10% August 5, 2021 100,000 1,534 (52,372 ) 49,162 - Iroquois Master Fund Ltd. 10% September 16, 2021 228,000 875 (219,255 ) 9,620 - Total convertible notes payable $ 1,505,000 $ 23,081 $ (930,671 ) $ 597,410 $ 359,362 Interest expense, including penalty interest totaled $241,652 and $324,953 for the three and nine months ended September 30, 2020, respectively and $324,953 and $158,500 for the three and nine months ended September 30, 2019, respectively. Amortization of debt discount totaled $428,282 and $799,451 for the three and nine months ended September 30, 2020, respectively and $801,460 and $1,500,143 for the three and nine months ended September 30, 2019, respectively. The convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the common stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability. The total value of the beneficial conversion feature recorded as a debt discount during the three and nine months ended September 30, 2020 was $1,144,484 and $1,471,234, respectively and for the three and nine months ended September 30, 2019 was $33,327 and $1,027,684, respectively. Power Up Lending Group Ltd ● On November 21, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $93,000 to Power up Lending Group Ltd. The note has a maturity date of November 12, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. Between June 16, 2020 and June 22, 2020, the Company received notices of conversion from Power Up Lending Group converting $39,000 of principal into 3,360,149 shares of common stock at an average conversion price of $0.0116. The Company incurred a loss on conversion of $41,096. Between July 8, 2020 and July 20, 2020, the Company repaid the remaining principal and interest outstanding of $59,580, thereby extinguishing the note. ● On December 23, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power up Lending Group Ltd. The note has a maturity date of December 23, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. On July 8, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $90,447, thereby extinguishing the note. ● On January 22, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $43,000 to Power Up Lending Group Ltd. The note has a maturity date of January 22, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. On July 15, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $63,294, thereby extinguishing the note. ● On July 13, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power Up Lending Group Ltd for net proceeds of $60,000 after certain expenses. The note has a maturity date of July 13, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. The balance of the note plus accrued interest at September 30, 2020 was $15,272. After unamortized debt discount of $49,364. GS Capital Partners, LLC ● On August 14, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to GS Capital Partners, LLC. The note had a maturity date of August 14, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note up to 180 days, provided it makes a pre-payment penalty as specified in the note. The outstanding principal amount of the note was convertible at any time after the six-month anniversary of the note, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. Between August 12, 2019 and September 11, 2019, the Company received notices of conversion from GS Capital Partners converting $50,000 of principal and $3,945 of interest into 17,432,265 pre reverse split (1,743,227 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.00309 pre reverse stock split ($0.031 post reverse stock split that was effected in November 2019) per share. The Company incurred a loss on conversion of $56,315. As of August 14, 2019, the note was in default and accrued interest at the default interest rate of 24% per annum. On December 30, 2019, the Company repaid the principal sum of $90,000 on the convertible note. On January 28, 2020, in terms of a conversion notice received, the remaining principal balance of $10,000 plus accrued interest thereon of $17,741was converted into 1,132,764 shares of common stock at a conversion price of $0.02449, thereby extinguishing the note. ● On September 11, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to GS Capital Partners, LLC. The note has a maturity date of August 14, 2019 and a coupon of 8% per annum. The note may not be prepaid. The outstanding principal amount of the note was convertible at any time after the six month anniversary of the note, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. As of August 14, 2019 the note was in default and accrued interest at the default interest rate of 24% per annum. On July 20, 2020, in terms of a conversion notice received from GS Capital Partners, converting an aggregate principal amount of $35,000 and interest thereon of $10,418 at a conversion price of $0.0083 per share into 5,466,723 shares of common stock. On August 10, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $150,704, thereby extinguishing the note. ● On February 4, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $96,000 to GS Capital Partners LLC. The note has a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. On December 19, 2019, the Company repaid the principal sum of $48,000 on the convertible note. On January 14, 2020, the Company repaid the principal sum of $48,000 and accrued interest and penalty interest of $33,030, thereby extinguishing the note. Crown Bridge Partners ● On August 31, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note had a maturity date of August 31, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. As of August 31, 2019 the note was in default and interest accrued at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. On March 11, 2020, the Company received a conversion notice from Crown Bridge Partners, converting an aggregate principal amount of $7,586 and fees thereon of $500, at a conversion price of $0.01444 into 560,000 shares of common stock. On August 31, 2020, the Company repaid the remaining principal and interest on the note of $24,032, thereby extinguishing the note. ● On October 16, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note has a maturity date of October 16, 2019 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. As of October 31, 2019 the note was in default and accrued interest at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. On August 31, 2020, the Company repaid the remaining principal and interest on the note of $31,587, thereby extinguishing the note. Odyssey Funding, LLC ● On November 15, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $200,000 to Odyssey Funding, LLC. The note has a maturity date of November 15, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On August 3, 2020, the Company repaid the principal and interest on the note, including penalty interest thereon of $207,421, thereby extinguishing the note. ● On January 13, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $100,000 to Odyssey Funding, LLC. The note had a maturity date of January 13, 2021 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On July 17, 2020, the Company repaid the principal and interest on the note, including penalty interest thereon of $152,349, thereby extinguishing the note. Black Ice Advisors, LLC On November 25, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $52,500 to Black Ice Advisors, LLC. The note had a maturity date of November 25, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. Between May 27, 2020 and June 8, 2020, the Company received notices of conversion from Black Ice Advisors, LLC converting $37,000 of principal into 1,970,588 shares of common stock at an average conversion price of $0.0188. The Company incurred a loss on conversion of $38,371. On July 9, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $25,975, thereby extinguishing the note. Adar Alef, LLC On February 5, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $105,000 to Adar Alef, LLC. The note had a maturity date of February 5, 2021 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On August 5, 2020, the Company repaid principal and interest on the note, including penalty interest thereon of $78,765. On September 9, 2020, in terms of a conversion notice received, Adar Alef, LLC converted $55,563 of principal and interest into 5,556,250 shares of common stock, thereby extinguishing the note. LG Capital Funding, LLC On February 24, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $78,750 to LG Capital Funding LLC. The note has a maturity date of February 24, 2021 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On August 25, 2020, the Company repaid the principal and interest on the note, including penalty interest thereon of $119,819, thereby extinguishing the note. Cavalry Fund LLP ● On July 1, 2020, the Company closed a transaction with Cavalry Fund I LP (“Cavalry”), pursuant to which the Company received net proceeds of $246,600, after certain expenses in exchange for the issuance of a $300,000 Senior Secured Convertible Note (“Initial Note”), with an original issue discount of 12.5% or $37,500, bearing interest at 10% per annum and maturing on June 30, 2021, the initial Note is convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 8,571,428 shares of common stock at an initial exercise price of $.0.05 per share. The Initial Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Initial Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the Initial Note plus accrued interest at September 30, 2020 was $105,286, after unamortized debt discount of $202,193. ● Cavalry had agreed to purchase an additional $300,000 Senior Secured Convertible Note (the “Second Note”); from the Company upon the same terms as the Initial Note, within three trading days of a registration statement registering the shares of the Company’s common stock issuable under the Notes and upon exercise of the Warrants being declared effective by the SEC. On July 28, 2020 the registration statement was declared effective and on July 31, 2020, the Company received the additional net proceeds of $262,500. In addition, the Company issued a warrant exercisable over 8,571,429 shares of common stock at an initial exercise price of $0.05 per share. The Second Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Second Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Second Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the Second Note plus accrued interest at September 30, 2020 was $178,538, after unamortized debt discount of $126,476. ● On September 24, 2020, the Company closed a transaction with Cavalry Fund I LP (“Cavalry”), pursuant to which the Company received net proceeds of $99,750, after certain expenses in exchange for the issuance of a $114,000 Senior Secured Convertible Note (the “Third Note”), with an original issue discount of $14,000, bearing interest at 10% per annum and maturing on September 24, 2021, the Third Note is convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 3,257,143 shares of common stock at an initial exercise price of $0.05 per share. The Third Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Third Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Third Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the Third Note plus accrued interest at September 30, 2020 was $2,061, after unamortized debt discount of $112,126. In connection with the Securities Purchase Agreement, the Company entered into for the sale of the initial Note and the Second Note, the Company entered into a Registration Rights Agreement, dated June 30, 2020 with Cavalry pursuant to which it is obligated to file a registration statement with the SEC within sixty (60) days after the date of the agreement to register the resale by the Investor of the Conversion Shares and Warrant Shares, and use all commercially reasonable efforts to have the registration statement declared effective by the SEC within seventy five (75) days after the registration statement is filed. The Company has pledged substantially all of its assets as security for amounts due under the Initial Note, Second Note and Third Note, upon the terms and subject to the conditions set forth in a Security Agreement, dated June 30, 2020, between the Company and Cavalry. Mercer Street Global opportunity Fund, LLC On August 3, 2020, the Company closed a transaction with Mercer Street Global Opportunity Fund, LLC, (“Mercer”), pursuant to which the Company received net proceeds of $350,000, after an original issue discount of $50,000 in exchange for the issuance of a $400,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on August 3, 2021, the note is convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 11,428,571 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the note plus accrued interest at September 30, 2020 was $237,471, after unamortized debt discount of $168,885. Pinz Capital Special Opportunities Fund, LP On August 5, 2020, the Company closed a transaction with Pinz Capital Special Opportunities Fund, LP (“Pinz”), pursuant to which the Company received net proceeds of $87,500, after an original issue discount of $12,500 in exchange for the issuance of a $100,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on August 5, 2021, the note is convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 2,857,143 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the note plus accrued interest at September 30, 2020 was $49,162, after unamortized debt discount of $52,372. Iroquois Master Fund Ltd. On September 16, 2020, the Company closed a transaction with Iroquois Master Fund Ltd., pursuant to which the Company received net proceeds of $199,500, after an original issue discount of $28,500 in exchange for the issuance of a $228,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on September 16, 2021, the note is convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 6,514,286 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the note plus accrued interest at September 30, 2020 was $9,620, after unamortized debt discount of $219,255. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | 10 DERIVATIVE LIABILITY Certain of the short-term convertible notes disclosed in note 9 above and certain warrants disclosed in note 11 below, have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time and certain notes and warrants have fundamental transaction clauses which might result in cash settlement, due to these factors, all convertible notes and any warrants attached thereto are valued and give rise to a derivative financial liability, which was initially valued at inception of the convertible notes using a Black-Scholes valuation model. During the nine months ended September 30, 2020, an additional $1,131,094 was raised as a derivative liability on variably priced convertible notes. The value of this derivative financial liability was re-assessed at September 30, 2020, and $101,945 was charged to the statement of operations and comprehensive loss, respectively. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred. The following assumptions were used in the Black-Scholes valuation model: Nine months Year ended Conversion price $ 0.016 to 2.00 $ 0.02 to 2.00 Risk free interest rate 0.11 to 1.53 % 1.53 to 2.59 % Expected life of derivative liability 1 to 12 months 1 to 12 months Expected volatility of underlying stock 11.7 to 222.6 % 148.5 to 224.3 % Expected dividend rate 0 % 0 % The movement in derivative liability is as follows: September 30, December 31, Opening balance $ 905,576 $ 1,833,672 Derivative financial liability arising from convertible note 1,131,094 1,053,842 Fair value adjustment to derivative liability 101,945 (1,981,938 ) $ 2,138,615 $ 905,576 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS' EQUITY | 11 STOCKHOLDERS' EQUITY a. Common Stock The Company has authorized 500,000,000 common shares with a par value of $0.0001 each. The Company has issued and outstanding 191,121,339 and 128,902,124 shares of common stock as of September 30, 2020 and December 31, 2019. The following common shares were issued by the Company during the nine months ended September 30, 2020. ● In terms of debt conversion notices received between January 28, 2020 and September 9, 2020, the Company issued an aggregate of 35,002,245 shares of common stock for the conversion of $335,948 of convertible debt, realizing a loss on conversion of $433,610 and in terms of debt exchange agreements entered into on January 7, 2020, the Company issued an aggregate of 2,504,110 shares of common stock, in settlement of $50,082 of loans payable, resulting in a net loss on exchange of $50,082. ● In terms of subscription agreements entered into with investors on February 20, 2020 and March 16, 2020, the Company issued 1,400,000 shares of common stock for gross proceeds of $33,000. ● In terms of an agreement entered into with a supplier, the Company issued 535,714 shares of common stock valued at $30,000 on grant date, as partial compensation for services provided. ● In terms of an employment agreement entered into with the Company's Chief Operating Officer, the Company issued 282,146 shares of common stock valued at $13,500. ● The Company granted a director 2,000,000 shares of common stock for services to be rendered as a director of the Company, these shares were valued at grant date at $88,000. b. Restricted stock awards The following restricted stock awards were made during the nine months ended September 30, 2020. (a) An aggregate of 5,123,750 shares of restricted common stock were issued to our Chief Executive Officer in terms of an employment agreement entered into with him. These shares are restricted and were fully vested on January 1, 2020. These restricted shares were valued at $251,064 or $0.049 per share, the market price of the Company's common stock on grant date. (b) An aggregate of 15,371,250 shares of restricted common stock were issued to our Chief Operating Officer in terms of an employment agreement entered into with him. These shares are restricted and vest over a three year period commencing on December 31, 2020. These restricted shares were valued at $753,191 or $0.049 per share, the market price of the Company's common stock on grant date. The restricted stock granted and exercisable at September 30, 2020 is as follows: Restricted Stock Granted Restricted Stock Vested Grant date Price Number Weighted Number Weighted $ 0.049 20,495,000 $ 0.049 5,123,750 $ 0.049 The Company has recorded an expense of $62,766 and $439,362 for the three months and nine months ended September 30, 2020, respectively, relating to the restricted stock awards. c. Preferred Stock The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized, no preferred stock is issued and outstanding as of September 30, 2020 and December 31, 2019. d. Warrants In connection with the subscription agreement entered into with an investor, a three year warrant exercisable for 1,000,000 shares of common stock was granted to the investor, together with 1,000,000 shares of common stock for subscription proceeds of $25,000. In terms of the Senior Secured convertible notes entered into with various noteholders as described in note 9 above, the Company issued five year warrants exercisable for a total of 41,200,000 shares of common stock at an initial exercise price of $0.05 per share. The warrants have a cashless exercise option and an exercise limitation based on a certain beneficial ownership percentage of 4.99% which may be adjusted to 9.99%. The Company has a mandatory exercise right if the closing price of the common stock trades above $0.15 per share for ten consecutive days and trading volume is at least $250,000. The exercise price of the warrant is adjustable under the following conditions; i) subsequent equity sales are at a price below the exercise price of the warrant; ii) the Company issues options with an exercise price lower than the exercise price of the warrants; iii) issues convertible securities which are convertible into common stock at a price lower than the warrant exercise price; and iv) the option exercise price or rate of conversion for convertible securities results in a lower exercise price than the exercise price of the warrants. As long as the senior secured convertible debt which resulted in these warrant being issued, is still outstanding, the warrants will have a full rachet increase right upon a change in the exercise price of the warrant as described above. The increase in warrants will be determined by multiplying the exercise price of the warrant immediately before a change in exercise price has occurred by the number of warrants outstanding, and dividing the product obtained by the revised exercise price. The warrant holders also have the option to acquire subsequent rights offering rights, under certain circumstances and is entitled to pro-rata distributions made by the Company in assets or securities other than common stock. The warrants include a fundamental transaction clause which will give the warrant holder the right on an as converted basis to the proceeds which common shareholders would be entitled to as a result of a fundamental transaction. Notwithstanding the aforementioned rights, provided the warrants are not registered under an effective registration statement, the holder of the warrant has the right to receive cash equal to the Black-Scholes value of the unexercised portion of the warrant in accordance with the terms of the warrant agreement. The fair value of the warrants issued were determined by using a Black Scholes valuation model using the following assumptions: Nine months ended Conversion price $ 0.05 Risk free interest rate 1.35 % Expected life of derivative liability 3 years Expected volatility of underlying stock 190.4 to 216.9 % Expected dividend rate 0 % A summary of warrant activity during the period January 1, 2019 to September 30, 2020 is as follows: Shares Exercise Weighted Outstanding January 1, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted 42,200,000 0.05 0.05 Forfeited/Cancelled (536,775 ) 2.00 to 6.25 4.42 Exercised - - - Outstanding September 30, 2020 42,516,000 $ 0.05 to 6.25 $ 0.10 The warrants outstanding and exercisable at September 30, 2020 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 6.25 316,000 0.12 316,000 $ 0.05 42,200,000 4.80 42,200,000 42,516,000 4.76 $ 0.10 42,516,000 $ 0.10 4.76 The warrants outstanding have an intrinsic value of $0 and $0 as of September 30, 2020 and December 31, 2019. e. Stock options On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028. The Plan is administered by the Board of Directors or a Committee appointed by the Board of Directors who have the authority to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan. The maximum number of securities available under the Plan is 800,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 100,000 shares of common stock. No options were granted for the three and nine months ended September 30, 2020. A summary of option activity during the period January 1, 2019 to September 30, 2020 is as follows: Shares Exercise Weighted Outstanding January 1, 2019 200,000 $ 0,40 $ 0,40 Granted - - - Forfeited/Cancelled (100,000 ) - - Exercised - - - Outstanding December 31, 2019 100,000 0.40 0.40 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding September 30, 2020 100,000 $ 0.40 $ 0.40 The options outstanding and exercisable at September 30, 2020 are as follows: Options Outstanding Options Exercisable Exercise Number Outstanding* Weighted Weighted Number Weighted Weighted 0.40 100,000 8.50 $ 0.40 100,000 $ 0.4 8.50 The options outstanding have an intrinsic value of $0 and $0 as of September 30, 2020 and December 31, 2019. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 12 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the nine months ended September 30, 2020 and 2019 all warrants, options and convertible debt securities were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the three and nine months ended September 30, 2020 and 2019 are as follows: Three and nine Three and nine Convertible debt 43,659,481 54,292,074 Stock options 100,000 200,000 Warrants to purchase shares of common stock 42,659,520 852,775 86,419,001 55,344,849 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13 RELATED PARTY TRANSACTIONS The following transactions were entered into with related parties: James Fuller On March 18, 2020, the Company granted Mr. Fuller, a director of the Company, 2,000,000 shares of restricted common stock in terms of the Stock Incentive Plan. William Corbett Effective January 1, 2020, the Company granted Mr. Corbett, the Chief Executive Officer of the Company, a total of 20,495,000 restricted shares of common stock of which 5,123,750 vested immediately and a further 15,371,250 which vest annually and equally over a three year period commencing on December 31, 2020. Effective June 24, 2020, the Company entered into an executive employment agreement with William Corbett, (the "Corbett Employment Agreement") to employ Mr. Corbett as the Company's Chief Executive Officer for a term of three (3) years, provide for an annual base salary of $150,000, provide for a signing bonus of $25,000, structure for a bonus of up to 50% of base salary upon the Company's achievement of $2,000,000 EBITDA and additional performance bonus payments as may be determined by the Company's board of directors and provide for severance in the event of a termination without cause in amount equal to equal to fifty percent (50%) of his annual base salary rate then in effect, provided that if such termination without cause occurs after an Acquisition of the Company, Mr. Corbett will be entitled to receive severance in an amount equal to equal to 100% of his annual base salary rate then in effect. The Corbett Employment Agreement provides for the grant to Mr. Corbett of 5,123,750 shares of the Company's common stock, which are fully vested and not subject to forfeiture. On June 24, 2020, the Company entered into a restricted stock agreement with Mr. Corbett pursuant to which the Company granted him a restricted stock award of 15,371,250 shares of the Company's common stock, which forfeiture restriction lapse 33%, 33% and 34%, respectively, on the first, second and third anniversary of the date of grant. On June 24, 2020, the Company entered into an indemnification agreement with Mr. Corbett to indemnify him, in connection with his position of employment with Company and in the discharge of his duties and responsibilities to Company, to the maximum extent allowed under the laws of the State of Nevada. The Company is not be required or obligated to indemnify Mr. Corbett to extent it would violate the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder. LOANS PAYABLE Description Interest Rate Maturity Date September 30, December 31, Vladimir Skigin 4 % December 12, 2020 - 30,026 Loans payable - Related parties $ - $ 30,026 Interest expense amounted to $8,413 and $23,248 for the three and nine months ended September 30, 2020 and 2019, respectively. Vladimir Skigin Mr. Skigin is considered to be a related party as his shareholding and that of the Companies under his control exceeds 5%. ● Promissory note On December 23, 2019, in terms of a debt purchase agreement entered into with Waketec OU, Mr. Skigin acquired $30,000 of the promissory note issued to Waketec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the Company agreed to the assignment of the debt owed to Mr. Skigin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $30,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $30,026. On January 7, 2020, the Company entered into a debt exchange agreement with Mr. Skigin, whereby the aggregate principal sum of $30,000 plus accrued interest of $49 was exchanged for 1,502,466 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $30,049. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14 COMMITMENTS AND CONTINGENCIES The Company entered into a property lease agreement as disclosed under note 6 above. The future minimum lease commitments are as follows: Amount Undiscounted minimum future lease payments Total instalments due $ 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15 SUBSEQUENT EVENTS Convertible debt issued On October 20, 2020, the Company closed a transaction with Mark Geist ("Geist"), pursuant to which the Company received net proceeds of $25,025, after an original issue discount of $3,575 in exchange for the issuance of a $28,600 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on October 20, 2021, the note is convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 817,143 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. |
ACCOUNTING POLICIES AND ESTIM_2
ACCOUNTING POLICIES AND ESTIMATES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2020 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Report should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2019, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on May 14, 2020 (the "2019 10-K"). All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Principles of Consolidation | b) Principles of Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company. In the prior year the financial statements included the Company and its wholly owned subsidiary and its indirect subsidiaries. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Entity Percentage Country Disposed of Innovative Payment Solutions, Inc - USA - Qpagos Corporation 100 % USA December 31, 2019 Qpagos, S.A.P.I de C.V. 99.996 % Mexico December 31, 2019 Redpag Electrónicos, S.A.P.I. de C.V 99.990 % Mexico December 31, 2019 |
Mexican Operations | c) Mexican Operations The financial statements of the Company's discontinued Mexican operations in the prior period are measured using local currencies as their functional currencies. The Company translated the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at the period end and the results of operations at the average rate throughout the period. The translation adjustments are recorded directly as a separate component of stockholders' equity, while transaction gains (losses) are included in net income (loss). All sales were to customers located in Mexico. |
Use of Estimates | d) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ materially from those estimates and judgments. In particular, significant estimates and judgments include those related to; the estimated useful lives for plant and equipment, investment valuation, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Contingencies | e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
Fair Value of Financial Instruments | f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company's estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity. The carrying amounts reported in the balance sheets for cash, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments |
Risks and Uncertainties | g) Risks and Uncertainties The Company's operations will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. The recent global Covid-19 breakout has caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. In addition, businesses have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on its business and financial condition and has hampered the Company's ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. |
Recent accounting pronouncements | h) Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2020-06, debt with Conversion and Other Options (subtopic 470-20): and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40), certain accounting models for convertible debt instruments with beneficial conversion features or cash conversion features are removed from the guidance and for equity instruments the contracts affected are free standing instruments and embedded features that are accounted for as derivatives, the settlement assessment was simplified by removing certain settlement requirements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021. The effects of this ASU on the Company's condensed consolidated financial statements is currently being assessed and is expected to have an impact on the treatment of certain convertible instruments and the derivative liabilities associated with these convertible instruments. The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
Cash and Cash Equivalents | i) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At September 30, 2020 and December 31, 2019, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At September 30, 2020 and December 31, 2019, the balance did not exceed the federally insured limit. |
Investments | j) Investments The Company's non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn't result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. The Company recorded an impairment charge of $0 and $1,019,960 on its non-marketable equity securities for the three and nine months ended September 30, 2020, respectively. The impairment charge was based on management's determination that due to the lack of ability, to date, by Vivi Holdings ("Vivi") to fulfill its capital raising requirements and implement its business strategy that there is a significant risk that Vivi may not be able to meet its obligations. |
Plant and equipment | k) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 3 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. |
Long-Term Assets | l) Long-Term Assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Revenue Recognition | m) Revenue Recognition The Company's revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue. The Company's revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. The Company had the following sources of revenue during the nine months ended September 30, 2019 which was recognized on the basis described below. ● Revenue from the sale of services Prepaid services were acquired from providers and were sold to end-users through kiosks that the Company owned or kiosks that were owned by third parties. The Company recognized the revenue on the sale of these services when the end-user deposited funds into the terminal and the prepaid service was delivered to the end-user. The revenue was recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which was collected on behalf of the Mexican Revenue Authorities. ● Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through its kiosks. During the nine months ended September 30, 2019, the Company earned either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acted as a collection agent and recognized the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the funds were deposited into the kiosk and the customer had settled his liability or had acquired a prepaid service. ● Revenue from the sale of kiosks. During the nine months ended September 30, 2019, the Company imported, assembled and sold kiosks that were used to generate the revenues discussed above. Revenues were recognized on the full value of the kiosks sold, net of any sales taxation collected on behalf of the Revenue authorities, when the customers took delivery of the kiosk and all the risks and rewards of ownership were passed to the customer. |
Share-Based Payment Arrangements | n) Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards' grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations. Prior to the Merger on May 12, 2016, all share-based payments were based on management's estimate of market value of the Company's equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company's common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company's reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. |
Derivative Liabilities | o) Derivative Liabilities ASC topic 815: Derivatives and Hedging ("topic 815") generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Reclassification of prior year presentation | p) Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
ACCOUNTING POLICIES AND ESTIM_3
ACCOUNTING POLICIES AND ESTIMATES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements | Entity Percentage Country Disposed of Innovative Payment Solutions, Inc - USA - Qpagos Corporation 100 % USA December 31, 2019 Qpagos, S.A.P.I de C.V. 99.996 % Mexico December 31, 2019 Redpag Electrónicos, S.A.P.I. de C.V 99.990 % Mexico December 31, 2019 |
Schedule of estimated useful lives of the assets | Description Estimated Useful Life Kiosks 3 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities are recorded as held for disposal including operations from discontinued operations | Three months Nine months 2019 2019 Net Revenue $ 3,480,878 $ 7,550,475 Cost of Goods Sold 3,767,192 7,748,178 Gross profit (286,314 ) (197,703 ) General and administrative 278,960 832,623 Depreciation and amortization and impairment costs 11,276 33,885 Total Expense 290,236 866,508 Loss from Operations (576,550 ) (1,064,211 ) Other income (expense) (866 ) 1,007 Foreign currency loss (15,436 ) (21,412 ) Loss before taxation (592,852 ) (1,084,616 ) Taxation - - Loss from discontinued operations, net of taxation (592,852 ) $ (1,084,616 ) |
INVESTMENT (Tables)
INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of investment | September 30, December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 $ 1,019,961 Impairment provision (1,019,960 ) - $ 1 $ 1,019,961 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of right of use assets | September 30, Non-current assets Right of use assets, operating leases, net of amortization $ 62,290 |
Schedule of lease cost | Nine months Operating lease expense $ 29,588 |
Schedule of maturity of operating leases | Amount Undiscounted minimum future lease payments Total instalments due: 2020 $ 11,835 2021 47,340 2022 7,890 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 |
Schedule of other lease information | Nine months September 30, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (29,588 ) Remaining lease term – operating lease 17 months Discount rate – operating lease 10.0 % |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Description Interest Maturity September 30, December 31, Stanislav Minaychenko 4.0 % September 16, 2020 14,390 23,930 Maxim Pukhoskiy 4.0 % June 16, 2020 7,963 17,683 Dieter Busenhart 10.0 % January 17, 2021 1,050 - Alexander Motorin 4.0 % December 23, 2020 - 20,018 Total loans payable $ 23,403 $ 61,631 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schdeule of convertible notes payable | Unamortized September 30, December 31, Description Interest Maturity Principal Accrued debt Balance, Balance, Power Up Lending Group 12% November 12, 2020 - - - - 11,643 12% December 23, 2020 - - - - 1,543 12% January 22, 2021 - - - - - 12% July 13, 2021 63,000 1,636 (49,364 ) 15,272 - GS Capital Partners, LLC 8% August 14, 2019 - - - - 27,557 8% August 14, 2019 - - - - 174,789 8% February 4, 2020 - - - - 49,243 Crown Bridge Partners, LLC 8% August 31, 2019 - - - - 30,803 8% October 16, 2019 - - - - 30,387 Odyssey Funding LLC 10% November 15, 2020 - - - - 27,658 10% January 13, 2021 - - - - - Black Ice Advisors, LLC 10% November 25, 2020 - - - - 5,739 Adar Alef, LLC 10% February 5, 2021 - - - - - LG Capital Funding LLC 10% February 24, 2021 - - - - - Cavalry Fund I LP 10% June 30, 2021 300,000 7,479 (202,193 ) 105,286 - 10% July 31, 2021 300,000 5,014 (126,476 ) 178,538 - 10% September 24, 2021 114,000 187 (112,126 ) 2,061 - Mercer Street Global Opportunity Fund, LLC 10% August 3, 2021 400,000 6,356 (168,885 ) 237,471 - Pinz Capital Special Opportunities Fund LP 10% August 5, 2021 100,000 1,534 (52,372 ) 49,162 - Iroquois Master Fund Ltd. 10% September 16, 2021 228,000 875 (219,255 ) 9,620 - Total convertible notes payable $ 1,505,000 $ 23,081 $ (930,671 ) $ 597,410 $ 359,362 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions were used in the Black-Scholes valuation model | Nine months Year ended Conversion price $ 0.016 to 2.00 $ 0.02 to 2.00 Risk free interest rate 0.11 to 1.53 % 1.53 to 2.59 % Expected life of derivative liability 1 to 12 months 1 to 12 months Expected volatility of underlying stock 11.7 to 222.6 % 148.5 to 224.3 % Expected dividend rate 0 % 0 % |
Schedule of movement in derivative liability | September 30, December 31, Opening balance $ 905,576 $ 1,833,672 Derivative financial liability arising from convertible note 1,131,094 1,053,842 Fair value adjustment to derivative liability 101,945 (1,981,938 ) $ 2,138,615 $ 905,576 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of restricted stock granted and exercisable | Restricted Stock Granted Restricted Stock Vested Grant date Price Number Weighted Number Weighted $ 0.049 20,495,000 $ 0.049 5,123,750 $ 0.049 |
Schedule of assumptions were used in the Black-Scholes valuation model | Nine months ended Conversion price $ 0.05 Risk free interest rate 1.35 % Expected life of derivative liability 3 years Expected volatility of underlying stock 190.4 to 216.9 % Expected dividend rate 0 % |
Schedule of warrant activity | Shares Exercise Weighted Outstanding January 1, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted 42,200,000 0.05 0.05 Forfeited/Cancelled (536,775 ) 2.00 to 6.25 4.42 Exercised - - - Outstanding September 30, 2020 42,516,000 $ 0.05 to 6.25 $ 0.10 |
Schedule of warrants outstanding and exercisable | Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 6.25 316,000 0.12 316,000 $ 0.05 42,200,000 4.80 42,200,000 42,516,000 4.76 $ 0.10 42,516,000 $ 0.10 4.76 |
Schedule of option activity | Shares Exercise Weighted Outstanding January 1, 2019 200,000 $ 0,40 $ 0,40 Granted - - - Forfeited/Cancelled (100,000 ) - - Exercised - - - Outstanding December 31, 2019 100,000 0.40 0.40 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding September 30, 2020 100,000 $ 0.40 $ 0.40 |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Exercise Number Outstanding* Weighted Weighted Number Weighted Weighted 0.40 100,000 8.50 $ 0.40 100,000 $ 0.4 8.50 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of dilutive shares | Three and nine Three and nine Convertible debt 43,659,481 54,292,074 Stock options 100,000 200,000 Warrants to purchase shares of common stock 42,659,520 852,775 86,419,001 55,344,849 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of loans payable | Description Interest Rate Maturity Date September 30, December 31, Vladimir Skigin 4 % December 12, 2020 - 30,026 Loans payable - Related parties $ - $ 30,026 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | Amount Undiscounted minimum future lease payments Total instalments due $ 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization and Description of Business (Textual) | ||
Number of common stock issued | 2,047,500 | |
Number of common stock returned | 4,975,000 | |
Number of common stock held | 25,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Description of changed its name | November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the Company's common stock, par value $0.0001 per share (the "common stock") at a ratio of 1-for-10, effective on November 1, 2019 (the Reverse Stock Split"). As a result of the Reverse Stock Split, each ten pre-split shares of common stock outstanding automatically combined into one new share of common stock without any further action on the part of the holders, and the number of outstanding shares of common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. | |
IPS retained shares of common stock | 5,000,000 | |
Stock Purchase Agreement [Member] | ||
Organization and Description of Business (Textual) | ||
Description of the business | Qpagos Mexico and Redpag pursuant to the SPA, in exchange for 2,250,000 shares of common stock of Vivi Holdings, of which nine percent (9%) was allocated to the following: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). | |
Vivi Holdings [Member] | ||
Organization and Description of Business (Textual) | ||
Percentage of ownership | 9.00% | |
Exchange of shares | 2,250,000 | |
Gaston Pereira [Member] | ||
Organization and Description of Business (Textual) | ||
Percentage of ownership | 5.00% | |
Andrey Novikov [Member] | ||
Organization and Description of Business (Textual) | ||
Percentage of ownership | 2.50% | |
Joseph Abrams [Member] | ||
Organization and Description of Business (Textual) | ||
Percentage of ownership | 1.50% | |
Common Stock [Member] | ||
Organization and Description of Business (Textual) | ||
Reverse stock split, description | Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of IPSI common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, IPSI assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 6,219,200 pre reverse split (621,920 post reverse split that was effected in November 2019) shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPSI stockholder of 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock agreed to return to IPSI 4,975,000 pre reverse split (497,500 post reverse split that was effected in November 2019) shares of Common Stock held by such holder to IPSI and the then-current IPSI stockholder retained an aggregate of 25,000 pre reverse split (2,500 post reverse split that was effected in November 2019) shares of Common Stock and the other stockholders of IPSI retained 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 49,929,000 pre reverse split (4,992,900 post reverse split that was effected in November 2019) shares of IPSI common stock which represented approximately 91% of the outstanding Common Stock. | |
Qpagos Corporation [Member] | ||
Organization and Description of Business (Textual) | ||
Number of common stock issued | 5,000,000 | |
Number of common stock others | 2 | |
Number of common stock held | 49,929,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Date of acquisition agreement | May 12, 2016 | |
Percentage of ownership | 100.00% | 100.00% |
Exchange of shares | 2,250,000 | |
Qpagos Corporation [Member] | Ownership [Member] | ||
Organization and Description of Business (Textual) | ||
Percentage of outstanding shares | 91.00% |
ACCOUNTING POLICIES AND ESTIM_4
ACCOUNTING POLICIES AND ESTIMATES (Details) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Qpagos Corporation [Member] | ||
Percentage owned | 100.00% | 100.00% |
Country | USA | |
Disposed of | Dec. 31, 2019 | |
Innovative Payment Solutions, Inc. [Member] | ||
Country | USA | |
Redpag Electrónicos, S.A.P.I. de C.V [Member] | ||
Percentage owned | 99.99% | |
Country | Mexico | |
Disposed of | Dec. 31, 2019 | |
Qpagos, S.A.P.I de C.V. [Member] | ||
Percentage owned | 99.996% | |
Country | Mexico | |
Disposed of | Dec. 31, 2019 |
ACCOUNTING POLICIES AND ESTIM_5
ACCOUNTING POLICIES AND ESTIMATES (Details 1) | 9 Months Ended |
Sep. 30, 2020 | |
Kiosks [Member] | |
Estimated useful lives | 3 years |
Computer equipment [Member] | |
Estimated useful lives | 3 years |
Leasehold improvements [Member] | |
Estimated useful lives of property | Lesser of estimated useful life or life of lease |
Office equipment [Member] | |
Estimated useful lives | 10 years |
ACCOUNTING POLICIES AND ESTIM_6
ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Accounting Policies and Estimates (Textual) | ||
Plant and equipment costs | $ 1,000 | $ 1,000 |
Impairment charge | $ 0 | $ 1,019,960 |
Cost Method Investments [Member] | ||
Accounting Policies and Estimates (Textual) | ||
Reverse stock split, description | The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Going Concern (Textual) | ||
Accumulated deficit | $ (26,267,538) | $ (22,185,031) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net Revenue | $ 3,480,878 | $ 7,550,475 |
Cost of Goods Sold | 3,767,192 | 7,748,178 |
Gross profit | (286,314) | (197,703) |
General and administrative | 278,960 | 832,623 |
Depreciation and amortization and impairment costs | 11,276 | 33,885 |
Total Expense | 290,236 | 866,508 |
Loss from Operations | (576,550) | (1,064,211) |
Other income (expense) | (866) | 1,007 |
Foreign currency loss | (15,436) | (21,412) |
Loss before taxation | (592,852) | (1,084,616) |
Taxation | ||
Loss from discontinued operations, net of taxation | $ (592,852) | $ (1,084,616) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations (Textual) | |
Discontinued operations, description | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation to Vivi. The operations of Qpagos Corporation and its two Mexican entities. |
INVESTMENT (Details)
INVESTMENT (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Investments, All Other Investments [Abstract] | ||
Investment in Vivi Holdings, Inc. | $ 1,019,961 | $ 1,019,961 |
Impairment provision | (1,019,960) | |
Total | $ 1 | $ 1,019,961 |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Investment (Textual) | |||
Investment retained shares | 2,250,000 | ||
Impairment charge | $ 0 | $ 1,019,960 | |
Number of common stock issued | 2,047,500 | ||
Investment, description | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation, together with its 99.9% ownership interest of Qpagos Mexico and Redpag, to Vivi. | ||
Vivi Holdings, Inc [Member] | |||
Investment (Textual) | |||
Number of common stock issued | 2,250,000 | ||
Andrey Novikov[Member] | |||
Investment (Textual) | |||
Number of common stock issued | 56,250 | ||
Joseph W [Member] | |||
Investment (Textual) | |||
Number of common stock issued | 33,750 | ||
Mr. Gaston Pereira [Member] | |||
Investment (Textual) | |||
Number of common stock issued | 112,500 |
LEASES (Details)
LEASES (Details) | Sep. 30, 2020USD ($) |
Non-current assets | |
Right of use assets, operating leases, net of amortization | $ 62,290 |
LEASES (Details 1)
LEASES (Details 1) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 29,588 |
LEASES (Details 2)
LEASES (Details 2) | Sep. 30, 2020USD ($) |
Total instalments due: | |
2020 | $ 11,835 |
2021 | 47,340 |
2022 | 7,890 |
Total | 67,065 |
Imputed interest | (4,775) |
Total operating lease liability | 62,290 |
Disclosed as: | |
Current portion | 43,049 |
Non-current portion | 19,241 |
Total operating lease liability | $ 62,290 |
LEASES (Details 3)
LEASES (Details 3) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ (29,588) |
Remaining lease term - operating lease | 17 months |
Discount rate - operating lease | 10.00% |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases (Textual) | |
Operating lease expire term | The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly. |
Rental expense | $ 3,945 |
Right of use asset | 62,290 |
Operating lease liability | $ 43,049 |
LG Capital Funding LLC [Member] | |
Leases (Textual) | |
Operating lease expire term | The Company used the 5 year ARM interest rate at the time of entering into the agreement and compared that rate to the Company's weighted average cost of funding at the time of entering into the operating lease. The Company determined that 10.00% was an appropriate incremental borrowing rate to apply to its real-estate operating lease. |
Right of use asset | $ 86,741 |
Operating lease liability | $ 86,741 |
FEDERAL RELIEF LOANS (Details)
FEDERAL RELIEF LOANS (Details) - USD ($) | Jul. 07, 2020 | May 07, 2020 |
Federal Relief Loan [Abstract] | ||
Payroll protection program loan, description | the Company received a Payroll Protection Program ("PPP") loan through its bankers, Wells Fargo Bank, amounting to $60,292 earning interest at 1% per annum, maturing on May 5, 2022 and repayable in installments of $2,538 commencing on November 5, 2020. The Company may apply for the loan to be forgiven in whole or in part based on the loan being utilized for payroll costs, continuation of healthcare benefits, mortgage interest payments, rent, utility and interest payments on any other debt obligation. The Company anticipates that the loan will be forgivable. | |
Loan amount | $ 150,000 | |
Maturity date | Jul. 7, 2050 | |
Repayments of installment | $ 731 | |
Bearing interest | 3.75% |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Notes payable | $ 23,403 | $ 61,631 |
Stanislav Minaychenko [Member] | ||
Notes payable | $ 14,390 | 23,930 |
Interest rate | 4.00% | |
Maturity date | Sep. 16, 2020 | |
Maxim Pukhoskiy [Member] | ||
Notes payable | $ 7,963 | 17,683 |
Interest rate | 4.00% | |
Maturity date | Jun. 16, 2020 | |
Alexander Motorin [Member] | ||
Notes payable | 20,018 | |
Interest rate | 4.00% | |
Maturity date | Dec. 23, 2020 | |
Dieter Busenhart [Member] | ||
Notes payable | $ 1,050 | |
Interest rate | 10.00% | |
Maturity date | Jan. 17, 2021 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Jul. 17, 2020 | Jan. 07, 2020 | Dec. 23, 2019 | Dec. 17, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 16, 2020 | Dec. 31, 2019 |
Loans Payable (Textual) | ||||||||||
Notes payable | $ 23,403 | $ 23,403 | $ 61,631 | |||||||
Interest expense | 767 | $ 1,328 | 1,148 | $ 6,803 | ||||||
Dieter Busenhart [Member] | ||||||||||
Loans Payable (Textual) | ||||||||||
Notes payable | $ 1,050 | |||||||||
Repayment of notes payable | $ 49,500 | |||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Jan. 17, 2021 | |||||||||
Principal outstanding | $ 50,000 | |||||||||
Net proceeds | $ 50,000 | |||||||||
Stanislav Minaychenko [Member] | ||||||||||
Loans Payable (Textual) | ||||||||||
Notes payable | $ 23,893 | 14,390 | 14,390 | |||||||
Repayment of notes payable | 10,000 | 10,000 | ||||||||
Interest rate | 4.00% | |||||||||
Maturity date | Jun. 16, 2020 | |||||||||
Promissory note service agreement date | Sep. 1, 2015 | |||||||||
Maxim Pukhoskiy [Member] | ||||||||||
Loans Payable (Textual) | ||||||||||
Notes payable | $ 17,856 | 7,963 | 7,963 | |||||||
Repayment of notes payable | $ 10,000 | $ 10,000 | ||||||||
Interest rate | 4.00% | |||||||||
Maturity date | Jun. 16, 2020 | |||||||||
Promissory note service agreement date | May 1, 2015 | |||||||||
Alexander Motorin [Member] | ||||||||||
Loans Payable (Textual) | ||||||||||
Notes payable | $ 20,000 | |||||||||
Interest rate | 4.00% | |||||||||
Maturity date | Dec. 23, 2020 | |||||||||
Accrued interest | $ 33 | |||||||||
Debt exchange agreement, description | The Company entered into a debt exchange agreement whereby the aggregate principal sum of $20,000 plus accrued interest of $33 was exchanged for 1,001,644 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $20,033. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Aug. 05, 2020 | Aug. 03, 2020 | Jul. 03, 2020 | Sep. 24, 2020 | Sep. 16, 2020 | Sep. 30, 2020 | Jul. 20, 2020 | Dec. 31, 2019 |
Unamortized debt discount | $ (930,671) | $ (371,387) | ||||||
Convertible Notes Payable [Member] | ||||||||
Principal | 1,505,000 | |||||||
Accrued interest | 23,081 | |||||||
Unamortized debt discount | (930,671) | |||||||
Convertible notes payable | $ 597,410 | 359,362 | ||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due November 12, 2020 [Member] | ||||||||
Interest rate | 12.00% | |||||||
Maturity date | Nov. 12, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 11,643 | |||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due December 23, 2020 [Member] | ||||||||
Interest rate | 12.00% | |||||||
Maturity date | Dec. 23, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 1,543 | |||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due January 22, 2021 [Member] | ||||||||
Interest rate | 12.00% | |||||||
Maturity date | Jan. 22, 2021 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | ||||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due July 13, 2021 [Member] | ||||||||
Interest rate | 12.00% | |||||||
Maturity date | Jul. 13, 2021 | |||||||
Principal | $ 63,000 | |||||||
Accrued interest | 1,636 | |||||||
Unamortized debt discount | (49,364) | |||||||
Convertible notes payable | $ 15,272 | |||||||
GS Capital Partners, LLC [Member] | ||||||||
Principal | $ 35,000 | |||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Aug. 14, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 27,557 | |||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Aug. 14, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 174,789 | |||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due February 4, 2020 [Member] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Feb. 4, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 49,243 | |||||||
Crown Bridge Partners, LLC [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Aug. 31, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 30,803 | |||||||
Crown Bridge Partners, LLC [Member] | 8% Convertible Notes Payable Due October 16, 2019 [Member] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Oct. 16, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 30,387 | |||||||
Odyssey Funding LLC [Member] | 10% Convertible Notes Payable Due November 15, 2020 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Nov. 15, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 27,658 | |||||||
Odyssey Funding LLC [Member] | 10% Convertible Notes Payable Due January 13, 2020 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Jan. 13, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | ||||||||
Black Ice Advisors, LLC [Member] | 10% Convertible Notes Payable Due November 25, 2020 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Nov. 25, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | 5,739 | |||||||
Adar Alef, LLC [Member] | 12% Convertible Notes Payable Due February 5, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Feb. 5, 2021 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | ||||||||
LG Capital Funding LLC [Member] | 12% Convertible Notes Payable Due February 24, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Feb. 24, 2021 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible notes payable | ||||||||
Calvary Fund I LP [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Jun. 30, 2021 | Sep. 24, 2021 | ||||||
Calvary Fund I LP [Member] | 12% Convertible Notes Payable Due June 30, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Jun. 30, 2021 | |||||||
Principal | $ 300,000 | |||||||
Accrued interest | 7,479 | |||||||
Unamortized debt discount | (202,193) | |||||||
Convertible notes payable | $ 105,286 | |||||||
Calvary Fund I LP [Member] | 12% Convertible Notes Payable Due July 31, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Jul. 31, 2021 | |||||||
Principal | $ 300,000 | |||||||
Accrued interest | 5,014 | |||||||
Unamortized debt discount | (126,476) | |||||||
Convertible notes payable | $ 178,538 | |||||||
Calvary Fund I LP [Member] | 10% Convertible Notes Payable Due September 24, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Sep. 24, 2021 | |||||||
Principal | $ 114,000 | |||||||
Accrued interest | 187 | |||||||
Unamortized debt discount | (112,126) | |||||||
Convertible notes payable | $ 2,061 | |||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Aug. 3, 2021 | |||||||
Mercer Street Global Opportunity Fund, LLC [Member] | 10% Convertible Notes Payable Due August 3, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Aug. 3, 2021 | |||||||
Principal | $ 400,000 | |||||||
Accrued interest | 6,356 | |||||||
Unamortized debt discount | (168,885) | |||||||
Convertible notes payable | $ 237,471 | |||||||
Pinz Capital Special Opportunities Fund LP [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Aug. 5, 2021 | |||||||
Pinz Capital Special Opportunities Fund LP [Member] | 10% Convertible Notes Payable Due August 5, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Aug. 5, 2021 | |||||||
Principal | $ 100,000 | |||||||
Accrued interest | 1,534 | |||||||
Unamortized debt discount | (52,372) | |||||||
Convertible notes payable | $ 49,162 | |||||||
Iroquois Master Fund Ltd.[Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Sep. 16, 2021 | |||||||
Iroquois Master Fund Ltd.[Member] | 10% Convertible Notes Payable DueSeptember 16, 2021 [Member] | ||||||||
Interest rate | 10.00% | |||||||
Maturity date | Sep. 16, 2021 | |||||||
Principal | $ 228,000 | |||||||
Accrued interest | 875 | |||||||
Unamortized debt discount | (219,255) | |||||||
Convertible notes payable | $ 9,620 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Aug. 31, 2020 | Aug. 25, 2020 | Aug. 10, 2020 | Aug. 05, 2020 | Aug. 05, 2020 | Aug. 03, 2020 | Aug. 03, 2020 | Jul. 20, 2020 | Jul. 20, 2020 | Jul. 17, 2020 | Jul. 15, 2020 | Jul. 13, 2020 | Jul. 09, 2020 | Jul. 08, 2020 | Jul. 03, 2020 | Jun. 16, 2020 | Jun. 08, 2020 | Jan. 14, 2020 | Dec. 23, 2019 | Nov. 21, 2019 | Sep. 11, 2019 | Feb. 04, 2019 | Oct. 16, 2018 | Sep. 11, 2018 | Aug. 31, 2018 | Aug. 14, 2018 | Sep. 24, 2020 | Sep. 16, 2020 | Jun. 22, 2020 | Mar. 11, 2020 | Feb. 24, 2020 | Feb. 05, 2020 | Jan. 28, 2020 | Jan. 22, 2020 | Jan. 13, 2020 | Dec. 30, 2019 | Dec. 19, 2019 | Nov. 25, 2019 | Nov. 15, 2019 | Oct. 31, 2019 | Aug. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 09, 2020 | Dec. 31, 2019 | Aug. 14, 2019 |
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 241,652 | $ 324,953 | $ 324,953 | $ 158,500 | ||||||||||||||||||||||||||||||||||||||||||||
Value of the beneficial conversion feature | 1,144,484 | 33,327 | 1,471,234 | 1,027,684 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 15,272 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | 597,410 | 597,410 | $ 359,362 | |||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 104,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 49,364 | 49,364 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortized of debt discount | 428,282 | $ 487,606 | 801,460 | 1,500,143 | ||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | (433,610) | $ (1,037,822) | ||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal and interest outstanding | $ 24,032 | $ 59,580 | $ 59,580 | $ 59,580 | ||||||||||||||||||||||||||||||||||||||||||||
Description of interest on note | The note was in default and accrued interest at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. | The note was in default and interest accrued at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. | ||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal interest | 59,580 | $ 63,294 | $ 90,447 | |||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due November 12, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 93,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 12, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due December 23, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power up Lending Group Ltd. The note has a maturity date of December 23, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 23, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due January 22, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 43,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 22, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 12% Convertible Notes Payable Due June 22, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received notices of conversion from Power Up Lending Group converting $39,000 of principal into 3,360,149 shares of common stock at an average conversion price of $0.0116. The Company incurred a loss on conversion of $41,096. | |||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 12% Convertible Notes Payable Due June 14, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received notices of conversion from Power Up Lending Group converting $39,000 of principal into 3,360,149 shares of common stock at an average conversion price of $0.0116. The Company incurred a loss on conversion of $41,096. | |||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 10% Convertible Notes Payable Due July 13 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power Up Lending Group Ltd for net proceeds of $60,000 after certain expenses. The note has a maturity date of July 13, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 10,418 | |||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal interest | $ 150,704 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 35,000 | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note in the aggregate principal amount of $96,000 to GS Capital Partners LLC. The note has a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.0083 | $ 0.0083 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 5,466,723 | 5,466,723 | ||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 3,945 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible at any time after the six-month anniversary of the note, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | The Company received a conversion notice from Crown Bridge Partners, converting an aggregate principal amount of $7,586 and fees thereon of $500, at a conversion price of $0.01444 into 560,000 shares of common stock. | The remaining principal balance of $10,000 plus accrued interest thereon of $17,741was converted into 1,132,764 shares of common stock at a conversion price of $0.02449, thereby extinguishing the note. | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 24.00% | 8.00% | 24.00% | |||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 14, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 33,030 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of payment | The Company had the right to prepay the note up to 180 days. | |||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | 17,432,265 pre reverse split (1,743,227 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.00309 pre reverse stock split ($0.031 post reverse stock split that was effected in November 2019) per share. | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion | $ 56,315 | |||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 48,000 | $ 90,000 | $ 48,000 | |||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible at any time after the six month anniversary of the note, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 14, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal interest | $ 31,587 | |||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due October 16, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 16, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLC [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | ||||||||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding LLC. [Member] | Convertible Promissory Note Due November 15, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 15, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 207,421 | |||||||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding LLC. [Member] | Convertible Promissory Note Due January 13, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 13, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 152,349 | |||||||||||||||||||||||||||||||||||||||||||||||
Black Ice Advisors, LLC [Member] | Convertible Promissory Note Due November 25, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 52,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received notices of conversion from Black Ice Advisors, LLC converting $37,000 of principal into 1,970,588 shares of common stock at an average conversion price of $0.0188. The Company incurred a loss on conversion of $38,371. | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | ||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 25, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 25,975 | |||||||||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Promissory Note Due February 5, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 105,000 | $ 55,563 | ||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 5, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 5,556,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Penalty interest | $ 78,765 | |||||||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding LLC [Member] | Convertible Promissory Note Due February 24, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 78,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 24, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 119,819 | |||||||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Initial Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Initial Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | The Third Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Third Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Third Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | The second Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the second Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2021 | Sep. 24, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 105,286 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 202,193 | 202,193 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 246,600 | $ 99,750 | 262,500 | |||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 300,000 | 114,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 37,500 | $ 14,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 12.50% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 3,257,143 | 8,571,429 | 8,571,429 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note [Two] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 178,538 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 126,476 | 126,476 | ||||||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,061 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 112,126 | $ 112,126 | ||||||||||||||||||||||||||||||||||||||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 3, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 237,471 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 168,885 | $ 168,885 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 400,000 | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 11,428,571 | 11,428,571 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||
Pinz Capital Special Opportunities Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 5, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 49,162 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 52,372 | $ 52,372 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 87,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | $ 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 2,857,143 | 2,857,143 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||
Iroquois Master Fund Ltd.[Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 16, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 9,620 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 219,255 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 199,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 228,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 28,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 6,514,286 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price | $ 2 | $ 0.02 |
Risk free interest rate | 0.11% | 1.53% |
Expected life of derivative liability | 1 month | 1 month |
Expected volatility of underlying stock | 11.70% | 148.50% |
Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price | $ 0.016 | $ 2 |
Risk free interest rate | 1.53% | 2.59% |
Expected life of derivative liability | 12 months | 12 months |
Expected volatility of underlying stock | 222.60% | 224.30% |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Opening balance | $ 905,576 | $ 1,833,672 |
Derivative financial liability arising from convertible note | 1,131,094 | 1,053,842 |
Fair value adjustment to derivative liability | 101,945 | (1,981,938) |
Closing balance | $ 2,138,615 | $ 905,576 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Derivative Liability (Textual) | |
Derivative financial liability | $ 101,945 |
Derivative liability | $ 1,131,094 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Restricted Stock Granted, Grant date Price | $ 0.049 |
Restricted Stock Granted, Number Granted | shares | 20,495,000 |
Restricted Stock Granted, Weighted Average Fair Value per Share | $ 0.049 |
Restricted Stock Vested, Number Vested | shares | 5,123,750 |
Restricted Stock Vested, Weighted Average Fair Value per Share | $ 0.049 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Minimum [Member] | ||
Exercise price | $ 2 | $ 0.02 |
Maximum [Member] | ||
Exercise price | 0.016 | $ 2 |
Conversion price [Member] | ||
Exercise price | $ 0.05 | |
Risk free interest rate [Member] | ||
Warrants percentage | 1.35% | |
Expected life of derivative liability [Member] | ||
Expected life of warrants | 3 years | |
Expected volatility of underlying stock [Member] | Minimum [Member] | ||
Warrants percentage | 190.40% | |
Expected volatility of underlying stock [Member] | Maximum [Member] | ||
Warrants percentage | 216.90% | |
Expected dividend rate [Member] | ||
Warrants percentage | 0.00% |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Shares Underlying Warrants | ||
Outstanding at beginning | 852,775 | 852,775 |
Granted | 42,200,000 | |
Forfeited/Cancelled | (536,775) | |
Exercised | ||
Outstanding at ending | 42,516,000 | 852,775 |
Weighted average exercise price | ||
Outstanding at beginning | $ 5.10 | $ 5.10 |
Granted | 0.05 | |
Forfeited/Cancelled | 4.42 | |
Exercised | ||
Outstanding at ending | 0.10 | 5.10 |
Minimum [Member] | ||
Exercise price per share | ||
Outstanding at beginning | 2 | 2 |
Granted | ||
Forfeited/Cancelled | 2 | |
Exercised | ||
Outstanding at ending | 0.05 | 2 |
Maximum [Member] | ||
Exercise price per share | ||
Outstanding at beginning | 6.25 | 6.25 |
Granted | 0.05 | |
Forfeited/Cancelled | 6.25 | |
Exercised | ||
Outstanding at ending | $ 6.25 | $ 6.25 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number Outstanding | 42,516,000 |
Weighted Average Remaining Contractual life in years | 4 years 9 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 0.10 |
Number Exercisable | 42,516,000 |
Weighted Average Exercise Price | $ / shares | $ 0.10 |
Weighted Average Remaining Contractual life in years | 4 years 9 months 3 days |
Exercise Price Dollar 6.25 [Member] | |
Number Outstanding | 316,000 |
Weighted Average Remaining Contractual life in years | 1 month 13 days |
Number Exercisable | 316,000 |
Exercise Price Dollar 0.05 [Member] | |
Number Outstanding | 42,200,000 |
Weighted Average Remaining Contractual life in years | 4 years 9 months 18 days |
Number Exercisable | 42,200,000 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Stock Options [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Shares Underlying options | ||
Outstanding at beginning | 100,000 | 200,000 |
Granted | ||
Forfeited/Cancelled | (100,000) | |
Exercised | ||
Outstanding at ending | 100,000 | 100,000 |
Exercise price per share | ||
Outstanding at beginning | $ 0.40 | $ 0.40 |
Granted | ||
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | 0.40 | 0.40 |
Weighted average exercise price | ||
Outstanding at beginning | 0.40 | 0.40 |
Granted | ||
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | $ 0.40 | $ 0.40 |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - Exercise Price Dollar 0.40 [Member] - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number Outstanding | shares | 100,000 |
Weighted Average Remaining Contractual life in years | 8 years 6 months |
Weighted Average Exercise Price | $ / shares | $ 0.40 |
Number of shares exercisable | shares | 100,000 |
Weighted Average Exercise Price | $ / shares | $ 0.4 |
Weighted Average Remaining Contractual life in years | 8 years 6 months |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Sep. 09, 2020 | Mar. 16, 2020 | Jan. 28, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity (Textual) | ||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, issued | 191,121,339 | 191,121,339 | 128,902,124 | |||
Common stock, outstanding | 191,121,339 | 191,121,339 | 128,902,124 | |||
Preferred stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, issued | 0 | 0 | 0 | |||
Preferred stock, outstanding | 0 | 0 | 0 | |||
Value issued for services | $ (43,500) | |||||
Options intrinsic value, outstanding | $ 0 | 0 | $ 0 | |||
Gross proceeds of common stock | $ 33,000 | |||||
Shares of common stock | 2,047,500 | |||||
Restricted stock awards expense | 62,766 | $ 439,362 | ||||
Warrants, description | In terms of the Senior Secured convertible notes entered into with various noteholders as described in note 9 above, the Company issued five year warrants exercisable for a total of 41,200,000 shares of common stock at an initial exercise price of $0.05 per share. The warrants have a cashless exercise option and an exercise limitation based on a certain beneficial ownership percentage of 4.99% which may be adjusted to 9.99%. The Company has a mandatory exercise right if the closing price of the common stock trades above $0.15 per share for ten consecutive days and trading volume is at least $250,000. The exercise price of the warrant is adjustable under the following conditions; i) subsequent equity sales are at a price below the exercise price of the warrant; ii) the Company issues options with an exercise price lower than the exercise price of the warrants; iii) issues convertible securities which are convertible into common stock at a price lower than the warrant exercise price; and iv) the option exercise price or rate of conversion for convertible securities results in a lower exercise price than the exercise price of the warrants. | |||||
Stock options, description | The maximum number of securities available under the Plan is 800,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 100,000 shares of common stock. | |||||
Stock Option [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Options intrinsic value, outstanding | $ 0 | $ 0 | $ 0 | |||
Director [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Shares issued for services (in shares) | 2,000,000 | |||||
Value issued for services | $ 88,000 | |||||
Chief Operating Officer [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Gross proceeds of common stock | $ 13,500 | |||||
Shares of common stock | 282,146 | |||||
Supplier [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Shares issued for services (in shares) | 535,714 | |||||
Value issued for services | $ 30,000 | |||||
Subscription Agreements [Member] | Investor [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Gross proceeds of common stock | $ 33,000 | |||||
Shares of common stock | 1,400,000 | |||||
Employment Agreement [Member] | Chief Operating Officer [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Value of restricted common stock | $ 753,191 | |||||
Shares of restricted common stock | 15,371,250 | |||||
Market price of common stock on grant date | $ 0.049 | $ 0.049 | ||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Value of restricted common stock | $ 251,064 | |||||
Shares of restricted common stock | 5,123,750 | |||||
Market price of common stock on grant date | $ 0.049 | $ 0.049 | ||||
Subscription Agreement [Member] | Investor [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants exercisable | 1,000,000 | 1,000,000 | ||||
Shares of common stock issued to investors | 1,000,000 | |||||
Shares of common stock for subscription proceeds | $ 25,000 | |||||
Debt Exchange Agreements [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Settlement of loans payable | $ 50,082 | |||||
Debt Conversion Notices [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Number of shares issued on debt conversion | 2,504,110 | 35,002,245 | ||||
Debt conversion | $ 335,948 | |||||
Net loss of conversion | 433,610 | |||||
Net loss on exchange | $ 50,082 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 86,419,001 | 55,344,849 | 86,419,001 | 55,344,849 |
Convertible debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 43,659,481 | 54,292,074 | 43,659,481 | 54,292,074 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 100,000 | 200,000 | 100,000 | 200,000 |
Warrants to purchase shares of common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 42,659,520 | 852,775 | 42,659,520 | 852,775 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Loans payable - Related parties | $ 30,026 | |
Vladimir Skigin [Member] | ||
Short-term Debt [Line Items] | ||
Loans payable - Related parties | $ 30,026 | |
Interest rate | 4.00% | |
Maturity date | Dec. 12, 2020 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 24, 2020 | Jan. 07, 2020 | Jan. 02, 2020 | Mar. 19, 2020 | Dec. 23, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Related Party Transactions (Textual) | |||||||||
Interest expenses to related party | $ 8,413 | $ 23,248 | $ 8,413 | $ 23,248 | |||||
Chief Executive Officer [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Debt conversion, description | The Corbett Employment Agreement provides for the grant to Mr. Corbett of 5,123,750 shares of the Company's common stock, which are fully vested and not subject to forfeiture. | ||||||||
Vested shares | 5,123,750 | ||||||||
Officers compensation, description | The Company entered into an executive employment agreement with William Corbett, (the "Corbett Employment Agreement") to employ Mr. Corbett as the Company's Chief Executive Officer for a term of three (3) years, provide for an annual base salary of $150,000, provide for a signing bonus of $25,000, structure for a bonus of up to 50% of base salary upon the Company's achievement of $2,000,000 EBITDA and additional performance bonus payments as may be determined by the Company's board of directors and provide for severance in the event of a termination without cause in amount equal to equal to fifty percent (50%) of his annual base salary rate then in effect, provided that if such termination without cause occurs after an Acquisition of the Company, Mr. Corbett will be entitled to receive severance in an amount equal to equal to 100% of his annual base salary rate then in effect. | ||||||||
Restricted stock agreement, description | The Company entered into a restricted stock agreement with Mr. Corbett pursuant to which the Company granted him a restricted stock award of 15,371,250 shares of the Company's common stock, which forfeiture restriction lapse 33%, 33% and 34%, respectively, on the first, second and third anniversary of the date of grant. | ||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Shares issued for services (in shares) | 20,495,000 | ||||||||
Agregate shares of common stock | 15,371,250 | ||||||||
Vladimir Skigin [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Debt conversion, description | Debt purchase agreement entered into with Waketec OU, Mr. Skigin acquired $30,000 of the promissory note issued to Waketec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the company agreed to the assignment of the debt owed to Mr. Skigin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $30,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $30,026. | ||||||||
Vladimir Skigin [Member] | Debt Exchange Agreement [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Debt conversion, description | The Company entered into a debt exchange agreement with Mr. Skigin, whereby the aggregate principal sum of $30,000 plus accrued interest of $49 was exchanged for 1,502,466 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $30,049. | ||||||||
James Fuller [Member] | Restricted Stock [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Shares issued for services (in shares) | 2,000,000 | ||||||||
Vladimir Skigin [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Interest rate | 5.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2020USD ($) |
Undiscounted minimum future lease payments | |
Total instalments due | $ 67,065 |
Imputed interest | (4,775) |
Total operating lease liability | 62,290 |
Disclosed as: | |
Current portion | 43,049 |
Non-current portion | 19,241 |
Total operating lease liability | $ 62,290 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Oct. 20, 2020USD ($)$ / sharesshares |
Subsequent Event (Textual) | |
Net proceeds | $ 25,025 |
Original issue discount | 3,575 |
Senior secured convertible note | $ 28,600 |
Bearing interest | 10.00% |
Maturity date | Oct. 20, 2021 |
Conversion price | $ / shares | $ 0.035 |
Warrant exercisable | shares | 817,143 |
Exercise price per share | $ / shares | $ 0.05 |
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. |