Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Innovative Payment Solutions, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001591913 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Assets | |||
Cash | $ 94,703 | $ 2,979 | |
Other current assets | 5,270 | 55,059 | |
Total Current Assets | 99,973 | 58,038 | |
Non-current assets | |||
Plant and equipment | 37,500 | ||
Right of use asset | 51,926 | ||
Security deposit | 4,000 | ||
Investment | 1 | 1,019,961 | |
Total Non-Current Assets | 93,427 | 1,019,961 | |
Total Assets | 193,400 | 1,077,999 | |
Current Liabilities | |||
Accounts payable | 461,577 | 314,523 | |
Related party payables | 4,000 | ||
Federal relief loans | 60,292 | ||
Loans payable | 23,633 | 61,631 | |
Loans payable - Related parties | 30,026 | ||
Convertible debt, net of unamortized discount of $980,852 and $371,387, respectively | 903,641 | 359,362 | |
Operating lease liability | 44,134 | ||
Derivative liability | 2,966,416 | 905,576 | |
Total Current Liabilities | 4,463,693 | 1,671,118 | |
Non-Current Liabilities | |||
Federal relief loans | 152,728 | ||
Operating lease liability | 7,792 | ||
Total Non-Current Liabilities | 160,520 | ||
Total Liabilities | 4,624,213 | 1,671,118 | |
Stockholders' Deficit | |||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2020 and December 31, 2019. | |||
Common stock, $0.0001 par value; 500,000,000 shares authorized, 128,902,124 and 193,637,747 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively. | [1] | 19,363 | 12,890 |
Additional paid-in-capital | 23,179,399 | 21,579,022 | |
Accumulated deficit | (27,629,575) | (22,185,031) | |
Total Stockholders' Deficit | (4,430,813) | (593,119) | |
Total Liabilities and Stockholders' Deficit | $ 193,400 | $ 1,077,999 | |
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible debt, unamortized discount | $ 980,852 | $ 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 | 193,637,747 | 128,902,124 |
Common stock, outstanding | 193,637,747 | 128,902,124 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Net Revenue | |||
Cost of Goods Sold | |||
Gross profit | |||
General and administrative | 1,742,008 | 807,934 | |
Depreciation | 12,500 | ||
Total Expense | 1,754,508 | 807,934 | |
Loss from Operations | (1,754,508) | (807,934) | |
Investment impairment charge | (1,019,960) | ||
Loss on debt conversion | (433,610) | (2,838,599) | |
Loss on settlement of liabilities | (95,082) | ||
Debt extension fee | (40,000) | ||
Penalty on default note | (191,757) | ||
Provision against receivables | (129,995) | ||
Interest expense, net | (381,034) | (369,305) | |
Amortization of debt discount | (1,065,879) | (1,692,110) | |
Derivative liability movements | (654,471) | 1,981,938 | |
Loss before Taxation from continuing operations | (5,444,544) | (4,047,762) | |
Taxation | |||
Net loss from continuing operations | (5,444,544) | (4,047,762) | |
Discontinued operations | |||
Operating loss from discontinued operations | (653,247) | ||
Profit on disposal of subsidiaries | 971,903 | ||
Total discontinued operations | 318,656 | ||
Net loss | $ (5,444,544) | $ (3,729,106) | |
Basic and diluted loss per share | |||
Net loss per share from continuing operations | [1] | $ (0.03) | $ (0.14) |
Net income per share from discontinued operations | [1] | 0.01 | |
Basic and diluted loss per share total | [1] | $ (0.03) | $ (0.13) |
Weighted Average Number of Shares Outstanding - Basic and diluted | [1] | 171,391,733 | 29,170,995 |
Other Comprehensive loss | |||
Foreign currency translation adjustment | $ (380,907) | ||
Total Comprehensive loss | $ (5,444,544) | $ (4,110,013) | |
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | |
Balance at beginning at Dec. 31, 2018 | $ 888 | $ 14,865,765 | $ (18,455,925) | $ 380,907 | $ (3,208,365) | ||
Balance at beginning (in shares) at Dec. 31, 2018 | 8,883,922 | [1] | |||||
Conversion of debt to equity | $ 11,929 | 6,486,076 | 6,498,005 | ||||
Conversion of debt to equity (in shares) | 119,285,531 | [1] | |||||
Shares issued for services | $ 8 | 162,246 | 162,254 | ||||
Shares issued for services (in shares) | 82,572 | [1] | |||||
Shares subscriptions | $ 65 | 64,935 | 65,000 | ||||
Shares subscriptions (in shares) | 650,000 | [1] | |||||
Reverse split adjustment | |||||||
Reverse split adjustment (in shares) | 99 | [1] | |||||
Translation adjustment | (380,907) | (380,907) | |||||
Translation adjustment (in shares) | [1] | ||||||
Net loss | (3,729,106) | (3,729,106) | |||||
Balance at ending at Dec. 31, 2019 | $ 12,890 | 21,579,022 | (22,185,031) | (593,119) | |||
Balance at ending (in shares) at Dec. 31, 2019 | 128,902,124 | [1] | |||||
Conversion of debt to equity | $ 3,500 | 766,058 | 769,558 | ||||
Conversion of debt to equity (in shares) | 35,002,245 | [1] | |||||
Settlement of liabilities | $ 400 | 144,764 | 145,164 | ||||
Settlement of liabilities (in shares) | 4,004,110 | [1] | |||||
Shares issued for services | $ 183 | 68,817 | 69,000 | ||||
Shares issued for services (in shares) | 1,834,268 | [1] | |||||
Shares subscriptions | $ 140 | 32,860 | 33,000 | ||||
Shares subscriptions (in shares) | 1,400,000 | [1] | |||||
Stock based compensation | $ 2,250 | 587,878 | 590,128 | ||||
Stock based compensation (in shares) | 22,495,000 | [1] | |||||
Net loss | (5,444,544) | (5,444,544) | |||||
Balance at ending at Dec. 31, 2020 | $ 19,363 | $ 23,179,399 | $ (27,629,575) | $ (4,430,813) | |||
Balance at ending (in shares) at Dec. 31, 2020 | 193,637,747 | [1] | |||||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,444,544) | $ (3,729,106) |
Net income from discontinued operations | (318,656) | |
Net loss from continuing operations | (5,444,544) | (4,047,762) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Derivative liability movements | 654,471 | (1,981,938) |
Depreciation | 12,500 | |
Amortization of debt discount | 1,065,879 | 1,692,110 |
Investment impairment charge | 1,019,960 | |
Loss on conversion of debt to equity | 433,610 | 2,838,599 |
Loss on settlement of liabilities | 95,082 | |
Penalty on default note | 191,757 | |
Provision against Receivables | 129,995 | |
Convertible notes issued for services | 62,996 | |
Shares issued for services | 69,000 | 162,253 |
Stock based compensation | 590,128 | |
Amortization of right of use asset | 34,815 | |
Changes in Assets and Liabilities | ||
Other current assets | 45,788 | 4,521 |
Accounts payable and accrued expenses | 151,054 | 249,815 |
Operating lease liabilities | (34,815) | |
Interest accruals | 50,793 | 204,013 |
Cash used in operating activities - continuing operations | (1,256,279) | (493,641) |
Cash used in operating activities - discontinued operations | (281,215) | |
CASH USED IN OPERATING ACTIVITIES | (1,256,279) | (774,856) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Plant and equipment purchased | (50,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (50,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from share issuances | 33,000 | 65,000 |
Proceeds from loans payable | 85,000 | 264,435 |
Repayment of loans payable | (104,500) | |
Proceeds from short term notes and convertible notes | 1,877,375 | 859,453 |
Repayment of convertible notes | (703,164) | (138,000) |
Proceeds from Federal relief loans | 210,292 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,398,003 | 1,050,888 |
Effect of exchange rate changes on cash and cash equivalents | (344,347) | |
NET INCREASE (DECREASE) IN CASH | 91,724 | (68,315) |
CASH AT BEGINNING OF YEAR | 2,979 | 71,294 |
CASH AT END OF YEAR | 94,703 | 2,979 |
CASH PAID FOR INTEREST AND TAXES: | ||
Cash paid for income taxes | ||
Cash paid for interest | 330,242 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Notes payable including interest thereon converted to convertible notes payable | 298,117 | |
Conversion of convertible debt to equity | 769,558 | 2,777,768 |
Settlement of liabilities with equity | $ 791,857 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 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 621,920 shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPSI stockholder of 500,000 shares of Common Stock agreed to return to IPSI 497,500 shares of Common Stock held by such holder to IPSI and the then-current IPSI stockholder retained an aggregate of 2,500 shares of Common Stock and the other stockholders of IPSI retained 500,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation's former stockholders held 4,992,900 shares of IPSI common stock which represented approximately 91% of the outstanding Common Stock. The Merger was treated as a reverse acquisition of IPSI, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation was treated as the acquirer for accounting and financial reporting purposes while IPSI was treated as the acquired entity for accounting and financial reporting purposes. Qpagos Corporation ("Qpagos") was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. ("Qpagos Mexico") and Redpag Electrónicos S.A.P.I. de C.V. ("Redpag"). Each of the entities were incorporated in November 2013 in Mexico. Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag was formed to deploy and operate kiosks as a distributor. On May 27, 2016 Asiya changed its name to QPAGOS. On June 1, 2016, the board of directors of QPAGOS (the "Board") changed the Company's fiscal year end from October 31 to December 31. On November 1, 2019, the Company changed its name from QPAGOS to Innovative Payment Solutions, Inc. Also on November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the Company's common stock, par value $0.0001 per share (the "common stock") at a ratio of 1-for-10, effective on November 1, 2019 (the Reverse Stock Split"). As a result of the Reverse Stock Split, each ten pre-split shares of common stock outstanding automatically combined into one new share of common stock without any further action on the part of the holders, and the number of outstanding shares of common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. On December 31, 2019, Innovative Payment Solutions consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the "Vivi Shares") of common stock of Vivi Holdings, Inc. ("Vivi" or "Vivi Holdings") pursuant to a Stock Purchase Agreement dated August 5, 2019 (the "SPA"). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company's shareholders. Innovative Payment Solutions no longer has any business operations in Mexico and has retained its U.S. operations based in Northridge, 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. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES AND ESTIMATES | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. Effective December 31, 2019, the Company disposed of Qpagos Corporation, Qpagos S.A.P.I. de CV and Redpag Electronicos, S.A.P.I. de CV, these entities are reported as discontinued operations in these consolidated financial statements. The entities included in these consolidated financial statements are as follows: Innovative Payment Solutions, Inc. - Parent Company Qpagos Corporation - 100% owned – disposed of effective December 31, 2019. Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) – disposed of effective December 31, 2019. Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) – disposed of effective December 31, 2019. c) Mexican Operations The financial statements of the Company's discontinued Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. 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 to customers are in Mexico. d) Use of Estimates The preparation of 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 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 from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments 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 December 2019, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740), the Amendments in this update reduce the complexity in accounting for income taxes by removing certain exceptions to accounting for income taxes and deferred taxes and simplifying the accounting treatment of franchise taxes, a step up in the tax basis of goodwill as part of business combinations, the allocation of current and deferred tax to a legal entity not subject to tax in its own financial statements, reflecting changes in tax laws or rates in the annual effective rate in interim periods that include the enactment date and minor codification improvements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020. The effects of this ASU on the Company's financial statements is not considered to be material. In August 2020, 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 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) Reporting by Segment No segmental information is required as the Company, during the years ended December 31, 2020 and 2019 only had one segment of business from which it derived revenue, providing physical and virtual payment services in the Mexican Market. This business segment was discontinued on December 31, 2019 and no revenue has been derived from activities in the US market as yet. j) 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 December 31, 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 December 31, 2020 and 2019, the balance did not exceed the federally insured limit. k) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December 31, 2020 and 2019. l) 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 $1,019,960 and $0 on its non-marketable equity securities for the years ended December 31, 2020 and 2019, 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. m) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 7 years 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. n) 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 o) 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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. p) 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 Company's reverse merger which took place 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. q) Derivative Liabilities ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. r) Income Taxes Prior to December 31, 2019, the Company's primary operations were based in Mexico and enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2020, and 2019, there have been no interest or penalties incurred on income taxes. s) Comprehensive income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes translation adjustment and net loss. t) 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. |
LIQUIDITY MATTERS
LIQUIDITY MATTERS | 12 Months Ended |
Dec. 31, 2020 | |
Profit on Disposal of Subsidiaries [Abstract] | |
LIQUIDITY MATTERS | 3 LIQUIDITY MATTERS The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the year ended December 31, 2020, the Company had a net loss of $ $27,629,575 and had $94,703 in cash. In connection with preparing the consolidated financial statements for the year ended December 31, 2020, management evaluated the extent of the impact from the COVID-19 pandemic on the Company's business and its future liquidity for the next twelve months through March 31, 2022. Management has executed the following to address the Company's liquidity over the next twelve months from the filing of its Annual Report on Form 10-K for the year ended December 31, 2020: ● The Company received net proceeds of $1,788,500 after an original issue discount of $255,500 upon our issuance of Senior Secured Convertible Notes in the principal amount of $2,044,000, bearing interest at 10% per annum and maturing on February 16, 2022. ● Between February 18, 2021 and March 9, 2021 warrants for 44,074,285 shares were exercised by investors at an exercise price of $0.05 per share, for gross proceeds of $2,203,714. ● On March 17, 2021, the Company entered into Securities Purchase Agreements (the "SPAs") with several institutional investors, pursuant to which the Company sold to the Investors in a private placement (i) 30,333,334 shares of its common stock (the "Shares") and (ii) warrants (the "Warrants") to purchase up to an aggregate of 15,166,667 shares of its common stock for gross proceeds of approximately $4,550,000. The combined purchase price for one share of common stock and associated Warrant was $0.15. The funding the Company received will be used primarily for development of technology, the digital payment platform and marketing, as well as for working capital and general corporate purposes. If the Company is required to raise additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. Based on this current business plan, the Company believes its existing cash is sufficient to conduct planned operations for one year from the issuance of the December 31, 2020 financial statements. |
PROFIT ON DISPOSAL OF SUBSIDIAR
PROFIT ON DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2020 | |
Profit on Disposal of Subsidiaries [Abstract] | |
PROFIT ON DISPOSAL OF SUBSIDIARIES | 4 PROFIT ON DISPOSAL OF SUBSIDIARIES Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation, to Vivi Holdings, Inc. ("Vivi"), together with its ownership interest of 99.9% of Qpagos Corporations' two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V. (the "Sale"). The Sale was conducted pursuant to a Stock Purchase Agreement (the "Purchase Agreement") between the Company and Vivi, dated August 5, 2019. The Purchase Agreement contains customary representations, warranties and covenants made by Company and Vivi. As consideration for the Acquisition, and in accordance with the Purchase Agreement, Vivi issued an aggregate of 2,250,000 fully-paid and non-assessable shares of its common stock (the "Shares") 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. In addition, in connection with the closing of the Sale, the Company received an unsecured non-interest bearing promissory note from Qpagos Corporation. relating to refunds of certain Value Added Tax amounts anticipated to be received for tax years 2015 through 2019 (each, a "VAT Refund") from the Mexican Tax Administration, or the applicable Mexican governmental authority. QPAGOS Corporation. has agreed to diligently file the VAT Refund for tax years 2015 through 2019 and to pay the Company forty-six percent of each VAT Refund received by it, up to $130,000. The Company no longer has any business operations in Mexico and has retained its U.S. operations based in Northridge, California. Year ended December 31, Proceeds on disposal Shares in Vivi Holdings, Inc. $ 1,120,836 Promissory note from Qpagos Corporation 130,000 Kiosks to be transferred to Innovative Payment Solutions 50,000 Gross proceeds 1,300,836 Vivi Holdings, Inc. shares distributed as deal related fees (100,875 ) Deal related expenses (28,328 ) Net proceeds $ 1,171,633 Assets disposed of: Cash $ 59,551 Inventory 150,117 Accounts receivable 10,863 Recoverable IVA and tax credits 170,981 Other current assets 186,093 Intangible assets 39,417 Plant and equipment 178,778 Other non-current assets 12,849 808,649 Liabilities assumed by purchaser Accounts payable and other payables (355,652 ) Notes payable (43,000 ) IVA and other taxes payable (14,923 ) Advances from customers (195,344 ) Net (608,919 ) Net assets sold $ 199,730 Net profit realized on disposal $ 971,903 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 5 DISCONTINUED OPERATIONS Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp to Vivi. The operations of Qpagos Corp and its two Mexican entities; QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, which represent substantially all of its assets, are reported as discontinued operations. The statement of operations from discontinued operations is as follows: Year ended December 31, 2019 Net Revenue $ 11,480,637 Cost of Goods Sold 11,525,223 Gross (loss) profit (44,586 ) General and administrative 953,491 Depreciation and amortization and impairment costs 45,360 Total Expense 998,851 Loss from Operations (1,043,437 ) Other income 6,648 Foreign currency gain 383,542 Loss before taxation (653,247 ) Taxation - Loss from discontinued operations, net of taxation $ (653,247 ) |
INVESTMENT
INVESTMENT | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT | 6 INVESTMENT Investment in Vivi Holdings, Inc. Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp, together with its 99.9% ownership interest of Qpagos Corporations' two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, to Vivi. As consideration for the disposal Vivi issued an aggregate of 2,250,000 Shares of its common stock as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company's designee, Mr. Andrey Novikov; 33,750 Shares to the Company's designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company's designee, Mr. Gaston Pereira. Due to the lack of available information, the Vivi Shares were valued by a modified market method, whereby the value of the assets disposed of were determined by management using the enterprise value of the entire Company less the liabilities and assets retained by the Company. As of December 31, 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 December 31, 2020. December 31, December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 $ 1,019,961 Impairment provision (1,019,960 ) - $ 1 $ 1,019,961 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | 7 LEASES The Company entered into a real property lease for office and warehouse space located at 19355 Business Center Drive in Northridge California, Los Angeles County. The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly rental expense is $3,945 per month with no escalations during the term of the lease. The initial value of the right-of-use asset was $86,741 and the operating lease liability was $86,741. The Company monitors for events or changes in circumstances that require a reassessment of 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 included in the unaudited condensed consolidated Balance Sheet are as follows: December 31, Non-current assets Right of use assets, operating leases, net of amortization $ 51,926 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Year ended Operating lease expense $ 41,423 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: 2021 47,340 2022 7,890 55,230 Imputed interest (3,304 ) Total operating lease liability $ 51,926 Disclosed as: Current portion $ 44,134 Non-current portion 7,792 $ 51,926 Other lease information: Year ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (41,423 ) Remaining lease term – operating lease 14 months Discount rate – operating lease 10.0 % |
FEDERAL RELIEF LOANS
FEDERAL RELIEF LOANS | 12 Months Ended |
Dec. 31, 2020 | |
Federal Relief Loan [Abstract] | |
FEDERAL RELIEF LOANS | 8 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 | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 9 LOANS PAYABLE Loans payable consisted of the following: Description Interest Maturity December 31, December 31, Stanislav Minaychenko 4.0 % September 16, 2020 $ 14,530 $ 23,930 Maxim Pukhoskiy 4.0 % June 16, 2020 8,041 17,683 Dieter Busenhart 10.0 % January 17, 2021 1,062 - Alexander Motorin 4.0 % December 23, 2020 - 20,018 Total loans payable $ 23,633 $ 61,631 Interest expense totaled $1,558 and $7,513 for the year ended December 31, 2020 and 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 year ended December 31, 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 December 31, 2020 was $14,530. Subsequent to year end on February 22, 2021, the balance of the promissory note, including interest thereon was repaid. 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 year ended December 31, 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 December 31, 2020 was $8,041. Subsequent to year end on February 22, 2021, the balance of the promissory note, including interest thereon was repaid. 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 December 31, 2020 was $1,062. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 10 CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: Description Interest Maturity Principal Accrued Unamortized debt December 31, December 31, 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 3,542 (33,485 ) 33,057 - 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 15,041 (157,892 ) 157,149 - 10 % July 31, 2021 300,000 12,750 (95,502 ) 217,248 - 10 % September 24, 2021 114,000 3,061 (83,392 ) 33,669 - 10 % August 5, 2021 100,000 4,055 (40,502 ) 63,553 - Mercer Street Global Opportunity Fund, LLC 10 % August 3, 2021 400,000 16,438 (127,543 ) 288,895 - Pinz Capital Special Opportunities Fund LP - - - - - - - Iroquois Master Fund Ltd. 10 % September 16, 2021 228,000 6,621 (161,786 ) 72,835 - Mark Geist 10 % October 20, 2021 28,600 564 (22,958 ) 6,206 - Bellridge Capital LP. 10 % November 25, 2021 286,000 2,821 (257,792 ) 31,029 - Total convertible notes payable $ 1,819,600 $ 64,893 $ (980,852 ) $ 903,641 $ 359,362 Interest expense, including penalty interest totaled $366,964 and $188,159 for the years ended December 31, 2020 and 2019, respectively. Amortization of debt discount totaled $1,065,879 and $1,349,071 for the years ended December 31, 2020 and 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 years ended December 31, 2020 and 2019 was $1,406,369 and $882,448, 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 December 31, 2020 was $33,057, after unamortized debt discount of $33,485. 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 made 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 1,743,227 shares of common stock at an average conversion price of $0.031 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 $17,741 was 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 could 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 had a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company could 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. On December 10, 2020, The Company issued Crown Bridge 1,500,000 shares to settle a dispute relating to the repayment of the convertible note and the conversion rights relating to that 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 December 31, 2020 was $157,149, after unamortized debt discount of $157,892. ● 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 December 31, 2020 was $217,248, after unamortized debt discount of $95,502. ● On September 24, 2020, the Company closed a transaction with Cavalry pursuant to which the Company received net proceeds of $99,750, after certain expenses in exchange for the issuance of a $114,000 Senior Secured Convertible Note (the "Third 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 December 31, 2020 was $33,669, after unamortized debt discount of $83,392. ● On October 20, 2020, Cavalry entered into an Assignment and Transfer agreement whereby the Senior Secured Convertible Note with a face value of $100,000, bearing interest at 10% per annum and maturing on August 5, 2021, together with the warrant exercisable over 2,857,143 shares of common stock at an initial exercise price of $0.05 per share, was acquired by Cavalry. The Note is convertible into shares of common stock at an initial conversion price of $0.035 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 December 31, 2020 was $63,553, after unamortized debt discount of $40,502. In connection with the Securities Purchase Agreement entered into for the issuance 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 was 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 December 31, 2020 was $288,895, after unamortized debt discount of $127,543. 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. On October 20, 2020, Pinz entered into an assignment and transfer agreement with Cavalry, whereby the convertible note and the warrants issued in conjunction with this convertible note were assigned to Cavalry. 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 December 31, 2020 was $72,835, after unamortized debt discount of $161,786. Mark Geist On October 20, 2020, the Company closed a transaction with Mark Geist., pursuant to which the Company received net proceeds of $25,025 after an original issue discount of $3,575 in exchange for the issuance of a $28,600 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on October 20, 2021. The note 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. Mark Geist (continued) 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 December 31, 2020 was $6,206, after unamortized debt discount of $22,958. Bellridge Capital LP. On November 25, 2020, the Company closed a transaction with Bellridge Capital LP., pursuant to which the Company received net proceeds of $250,250 after an original issue discount of $35,750 in exchange for the issuance of a $286,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on November 25, 2021, the 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 8171,429 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 December 31, 2020 was $31,029, after unamortized debt discount of $257,792. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | 11 DERIVATIVE LIABILITY Certain of the short-term convertible notes disclosed in note 10 above and certain warrants disclosed in note 12 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 year ended December 31, 2020, an additional $1,406,369 was raised as a derivative liability on variably priced convertible notes. The value of this derivative financial liability was re-assessed at December 31, 2020, and $654,471 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: Year ended December 31, 2020 Year ended December 31, 2019 Conversion price $ 0.015 to 2.00 $ 0.02 to 2.00 Risk free interest rate 0.09 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 171.7 to 222.6 % 148.5 to 224.3 % Expected dividend rate 0 % 0 % The movement in derivative liability is as follows: December 31, December 31, Opening balance $ 905,576 $ 1,833,672 Derivative financial liability arising from convertible note 1,406,369 1,053,842 Fair value adjustment to derivative liability 654,471 (1,981,938 ) $ 2,966,416 $ 905,576 Certain of the short-term convertible notes disclosed in note 10 above and note 14 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, due to the variable priced conversion rights, all convertible notes and any warrants attached thereto, issued subsequent to the variable priced conversion notes 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. The value of this derivative financial liability was re-assessed at December 31, 2020 and 2019, and $654,471 was charged to the statement of operations and comprehensive loss and $1,981,938 was credited to the statement of operations and comprehensive loss, respectively. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS' EQUITY | 12 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 193,637,747 and 128,902,124 shares of common stock as of December 31, 2020 and 2019, respectively, after giving effect to a 10 for 1 reverse stock split. The Company retroactively adjusted all share amounts and per share amounts in these financial statements to give effect to the reverse stock split. On November 1, 2019, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company's common stock at a ratio of 1-for-10 (the "Reverse Stock Split"), effective on November 1, 2019. As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock outstanding was automatically combined into one (1) new share of common stock without any further action on the part of the holders, and the number of outstanding shares common stock was reduced from 320,477,867 shares to 32,047,886 shares, after taking into account rounding up for fractional shares. The following common shares were issued by the Company during the year ended December 31, 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 1,298,554 shares of common stock valued at $39,000. ● 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. ● The Company granted a previous convertible note holder 1,500,000 shares valued at $45,000 in settlement of a contractual dispute. b. Restricted stock awards The following restricted stock awards were made during the year ended December 31, 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 Executive Officer in terms of an employment agreement entered into with him. These restricted shares of common stock, granted on June 24, 2020, are subject to forfeiture restrictions and which forfeiture restriction lapses 33%, 33% and 34% on the first, second and third anniversary of the June 24, 2020 date of grant, 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 December 31, 2020 is as follows: Restricted Stock Granted Restricted Stock Vested Grant Number Weighted Number Weighted $ 0.049 20,495,000 $ 0.049 5,123,750 $ 0.049 The Company has recorded an expense of $502,128 for the year ended December 31, 2020 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 December 31, 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 10 above, the Company issued five year warrants exercisable for a total of 51,188,572 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: Year ended December 31, 2020 Conversion price $ 0.05 Risk free interest rate 0.21% to 0.36 % Expected life of 4.5 to 5.0 years Expected volatility of underlying stock 212.9 to 215.1 % Expected dividend rate 0 % A summary of warrant activity during the period January 1, 2019 to December 31, 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 51,188,572 0.05 0.05 Forfeited/Cancelled (852,775 ) 2.00 to 6.25 5.10 Exercised - - - Outstanding December 31, 2020 51,188,572 $ 0.05 $ 0.05 The warrants outstanding and exercisable at December 31, 2020 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.05 51,188,572 4.61 51,188,572 0.05 4.61 The warrants outstanding have an intrinsic value of $0 and $0 as of December 31, 2020 and 2019, respectively. 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 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 year ended December 31, 2020. A summary of option activity during the period January 1, 2019 to December 31, 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 December 31, 2020 100,000 $ 0.40 $ 0.40 The options outstanding and exercisable at December 31, 2020 are as follows: Options Outstanding Options Exercisable Exercise Number Outstanding* Weighted Weighted Number Weighted Weighted 0.40 100,000 8.00 $ 0.40 100,000 $ 0.4 8.00 The options outstanding have an intrinsic value of $0 and $0 as of December 31, 2020 and 2019, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13 INCOME TAXES The Company's primary operations are based in the US and currently enacted tax laws in the US are used in the calculation of income taxes. Federal Income Tax - United States On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2020 and 2019, there have been no interest or penalties incurred on income taxes. In the prior year, the Company's primary operations were based in Mexico and enacted tax laws in Mexico were used in the calculation of income taxes, the holding company was based in the US and enacted US tax laws were used in the calculation of income taxes. Federal Corporate Income Tax ("CIT") - Mexico CIT applies to Mexican resident taxpayers' income from worldwide sources, as well as to foreign residents on the income attributed to their permanent establishments ("Pes") located in Mexico. The federal CIT rate is 30%. All corporate entities, including associations of a civil nature, branches, etc., are subject to the tax rules applicable to Mexican corporations (unless specifically ruled out). Provisions to recognize the effects of inflation for tax purposes in the areas of monetary assets and liabilities (annual monetary adjustment) and depreciable assets are provided in the Mexican Income Tax Law, even though recent inflation rates have been stable at low levels The provision for income taxes consists of the following: Year ended Year ended Current Federal $ - $ - State - - Foreign - - $ - $ - Deferred Federal $ - $ - State - - Foreign - - $ - $ - A reconciliation of the U.S. Federal statutory income tax to the effective income tax is as follows: Year ended Year ended Continuing operations Tax expense at the federal statutory rate $ (1,143,354 ) $ (850,030 ) State tax expense, net of federal tax effect (79,743 ) - Permanent differences 453,667 772,183 ) Prior year net operating loss true up 487,927 - Temporary timing differences - 27,299 (281,503 ) (50,548 ) Deferred income tax asset valuation allowance 281,503 50,548 $ - $ - Discontinued operations Tax expense at the federal statutory rate $ - $ 66,918 ) State tax expense, net of federal tax effect - - Effect of foreign operations - (27,739 Effect of income tax rate change - - Permanent timing differences - (1,834,306 ) Temporary timing differences - 63,004 - (1,732,123 ) Deferred income tax asset valuation allowance - 1,732,123 $ - $ - Significant components of the Company's deferred income tax assets are as follows: December 31, December 31, Other 246,069 27,299 ) Net operating losses 3,999,612 3,936,879 Valuation allowance (4,245,681 ) (3,964,178 ) Net deferred income tax assets $ - $ - The valuation allowance for deferred income tax assets as of December 31, 2020 and December 31, 2019 was $4,245,681 and $3,964,178, respectively. The net change in the deferred income tax assets valuation allowance was an increase of $281,503 primarily attributable to a prior year tax return to provision true-up of federal and Florida State NOL of $4,700,761 and $14,045,383 respectively. As of December 31, 2020, the prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. As of December 31, 2020, and 2019, the Company had available for income tax purposes approximately $16.3 million in federal and state net operating loss carry forwards, which may be available to offset future taxable income. $7.9 million of the net operating losses will begin to expire in 2035 through 2037 and $8.4 million has an indefinite life. Due to the uncertainty of the utilization and recoverability of the loss carryforwards and other deferred tax assets, Management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. The Company's ability to utilize the United States Federal operating loss carryforwards may be subject to an annual limitation if pursuant to IRC Section 382/383 of the Internal Revenue Code of 1986, as amended, if a change of ownership has occurred. Management does not believe if an ownership change has occurred under IRC Section 382/383, but is evaluating, if such change has occurred. If such change has occurred, it is also possible that the loss carryforward could be eliminated. |
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY BASED COMPENSATION | 14 EQUITY BASED COMPENSATION Equity based compensation is made up of the following: Year ended December 31, Year ended December 31, Incentive stock awards $ 502,128 - Stock issued for services rendered 88,000 162,254 $ 590,128 $ 162,254 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15 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 years ended December 31, 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 years ended December 31, 2020 and 2019 are as follows: Year ended Year ended Convertible debt 56,486,677 28,557,283 Stock options 100,000 100,000 Warrants to purchase shares of common stock 51,188,572 852,775 107,775,249 29,510,058 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 16 RELATED PARTY TRANSACTIONS The following transactions were entered into with related parties: Andrey Novikov On April 8, 2020 and December 18, 2020, in terms of the employment agreement entered into with Mr. Novikov, the Company issued 282,146 and 1,016,408 shares of common stock to Mr. Novikov, valued at an aggregate principal sum of $39,000. 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 valued at an aggregate principal sum of $88,000. The Company has the following related party payables: Description December 31, December 31, Strategic IR 4,000 - $ 4,000 $ - The amount owing to Strategic IR is for services rendered to the Company by Strategic IR during the year ended December 31, 2020. Strategic IR was paid $60,000 and $60,000 for consulting services to the Company during the year ended December 31, 2020 and 2019, respectively. William Corbett Effective June 24, 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 restricted shares of common stock, granted on June 24, 2020, which are subject to forfeiture restrictions and which forfeiture restriction lapses 33%, 33% and 34% on the first, second and third anniversary of the June 24, 2020 date of grant. 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 December 31, December 31, Vladimir Skigin 4 % December 12, 2020 - 30,026 Loans payable - Related parties $ - $ 30,026 Interest expense amounted to $23 and $23,248 for the years ended December 31, 2020 and 2019, respectively. Vladimir Skigin Mr. Skigin was considered to be a related party as his shareholding and that of the Companies under his control exceeded 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 | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17 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: 2021 47,340 2022 7,890 55,230 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18 SUBSEQUENT EVENTS Convertible note funding On February 3, 2021, the Company closed a transaction with Iroquois Master Fund Ltd., pursuant to which the Company received net proceeds of $199,500, after an original issue discount of $28,500 in exchange for the issuance of a $228,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 3, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 5,066,667 shares of common stock at an initial exercise price of $0.05 per share. On February 3, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $250,250, after an original issue discount of $35,750 in exchange for the issuance of a $286,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 3, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 6,355,556 shares of common stock at an initial exercise price of $0.05 per share. On February 3, 2021, the Company closed a transaction with Cavalry, pursuant to which the Company received net proceeds of $150,500, after an original issue discount of $21,500 in exchange for the issuance of a $172,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 3, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 3,822,223 shares of common stock at an initial exercise price of $0.05 per share. On February 16, 2021, the Company closed a transaction with Bellridge Capital LP., pursuant to which the Company received net proceeds of $180,250, after an original issue discount of $25,750 in exchange for the issuance of a $206,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.045 per share, in addition, the Company issued a warrant exercisable for 4,577,778 shares of common stock at an initial exercise price of $0.05 per share. On February 16, 2021, the Company closed a transaction with Bellridge Capital LP., pursuant to which the Company received net proceeds of $787,500, after an original issue discount of $112,500 in exchange for the issuance of a $900,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.23 per share, in addition, the Company issued a warrant exercisable for 3,913,044 shares of common stock at an initial exercise price of $0.24 per share. On February 16, 2021, the Company closed a transaction with Cavalry, pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.23 per share, in addition, the Company issued a warrant exercisable for 2,486,957 shares of common stock at an initial exercise price of $0.24 per share. On February 16, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022, the note is convertible into shares of common stock at an initial conversion price of 0.23 per share, in addition, the Company issued a warrant exercisable for 2,486,957 shares of common stock at an initial exercise price of $0.24 per share. Debt conversions Between January 4, 2021 and February 3, 2021, the Company received conversion notices from Cavalry, converting the aggregate principal amount of $300,000 and accrued interest thereon of $16,639, relating to a convertible note entered into on July 1, 2020 into 9,046,826 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note. Between January 4, 2021 and February 9, 2021, the Company received conversion notices from Mercer, converting the aggregate principal amount of $400,000 and accrued interest thereon of $19,411, relating to a convertible note entered into on August 3, 2020 into 11,983,170 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note. Between January 5, 2021 and February 5, 2021, the Company received conversion notices from Iroquois Master Fund Ltd., converting the aggregate principal amount of $228,000 relating to a convertible note entered into on September 16, 2020 into 6,514,288 shares of common stock at a conversion price of $0.035 per share, the interest accrued on the note remains outstanding. On January 15, 2021, the Company received a conversion notice from Mark Geist, converting the aggregate principal amount of $28,600 and accrued interest thereon of $561, relating to a convertible note entered into on October 20, 2020 into 833,172 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note. On February 6, 2021, the Company received a conversion notice from Bellridge Capital, LP. converting the aggregate principal amount of $286,000 and accrued interest thereon of $5,720, relating to a convertible note entered into on November 25, 2020 into 8,334,857 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note. Between February 8, 2021 and February 12, 2021, the Company received conversion notices from Cavalry, converting the aggregate principal amount of $300,000 and accrued interest thereon of $16,083, relating to a convertible note entered into on July 31, 2020 into 9,030,953 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note. On February 16, 2021, the Company received a conversion notice from Bellridge Capital, LP. converting the aggregate principal amount of $206,000, relating to a convertible note entered into on the same day into 4,577,778 shares of common stock at a conversion price of $0.045 per share, thereby extinguishing the note. On February 18, 2021, the Company received a conversion notice from Cavalry, converting the aggregate principal amount of $114,000 and accrued interest thereon of $4,623, relating to a convertible note entered into on September 24, 2020 into 3,389,238 shares of common stock at a conversion price of $0.035 per share, thereby extinguishing the note. On February 19, 2021, , the Company received a conversion notice from Iroquois Master Fund Ltd., converting the aggregate principal amount of $228,000 relating to a convertible note entered into on February 3, 2021 into 5,066,667 shares of common stock at a conversion price of $0.045 per share, the interest accrued on the note remains outstanding. On February 22, 2021, the Company received a conversion notice from Cavalry, converting the aggregate principal amount of $100,000 and accrued interest thereon of $5,583, relating to a convertible note entered into on August 5, 2020 by Pinz and acquired by Cavalry on October 20, 2020, into 3,016,667 shares of common stock at a conversion price of $0.035 per share, the interest accrued on the note remains outstanding. Debt Repayments On February 16, 2021 and February 22, 2021, the Company repaid the aggregate principal sum of $286,000 and interest thereon of $1,033, owing on the convertible note it had entered into with Mercer on February 3, 2021, thereby extinguishing the note On February 17, 2021, the Company repaid the aggregate principal sum of $172,000 owing on the convertible note it had entered into on February 3, 2021. The accrued interest of $669, remains outstanding. Warrant proceeds Between February 18, 2021 and March 9, 2021 warrants for 44,074,285 shares were exercised at an exercise price of $0.05 per share, for gross proceeds of $2,203,714. Related Party transactions On February 22, 2021, the Board of Directors of the Company appointed William Corbett, its Chief Executive Officer and Interim Chief Financial Officer, as its Chairman of the Board and issued him a five-year warrant to purchase 20,000,000 shares of the Company's common stock at an exercise price of $0.24. The Board also agreed to increase Mr. Corbett's monthly base salary to $30,000 and to pay the independent directors of the Company an annual director's fee of $12,000. On February 22, 2021, the Board also awarded each of its directors, James Fuller and Andrey Novikov, options under the Company's 2018 Stock Incentive Plan to purchase 208,333 shares of the Company's common stock. The options are exercisable for a period of ten years from the date of grant, vest in full on the date of grant and have an exercise price of $0.24 per share. Securities Purchase Agreements On March 17, 2021, the Company, entered into Securities Purchase Agreements (the "SPAs") with several institutional investors, pursuant to which the Company agreed to sell to the Investors in a private placement (i) 30,333,334 shares of its common stock (the "Shares") and (ii) warrants (the "Warrants") to purchase up to an aggregate of 15,166,667 shares of its common stock for gross proceeds of approximately $4,550,000. The combined purchase price for one share of common stock and associated Warrant is $0.15. The Company intends to use the net proceeds primarily for development of the Company's technology, digital payment platform and marketing, as well as for working capital and general corporate purposes. Securities Purchase Agreements (continued) The Warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.15 per share, subject to adjustment as set forth in the Warrants for stock splits, stock dividends, recapitalizations and similar events. The Investors may exercise the Warrants on a cashless basis if after the six month anniversary of date of issuance the shares of common stock underlying the Warrants (the "Warrant Shares") are not then registered pursuant to an effective registration statement. Each Investor has contractually agreed to restrict its ability to exercise the Warrants such that the number of shares of the Company's common stock held by the Investor and its affiliates after such exercise does not exceed the beneficial ownership limitation set forth in the Warrants which may not exceed initially 4.99% or 9.99% of the Company's then issued and outstanding shares of common stock. In connection with the SPAs, the Company entered into Registration Rights Agreements ("RRAs"), dated March 11, 2021, with each of the Investors pursuant to which the Company is obligated to file a registration statement (the "Registration Statement") with the SEC to register for resale the Shares and Warrant Shares within twenty days following the date upon which the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC within sixty days after the Registration Statement is filed (or, in the event of a "full review" by the SEC, within seventy five days after the Registration Statement is filed). The Company will be obligated to pay certain liquidated damages to the investors if the Company fails to file the resale registration statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, of if the Company fails to maintain the effectiveness of the Registration Statement. The SPAs and the RRAs contain customary representations, warranties, conditions and indemnification obligations of the parties, which were made only for purposes of such SPAs and RRAs as of specific dates and solely for the benefit of the parties. The SPAs and RRAs may be subject to limitations agreed upon by the contracting parties. Pursuant to an engagement letter (the "Engagement Letter"), dated as of March 6, 2021, by and between the Company and H.C. Wainwright & Co., LLC ("Wainwright"), the Company engaged Wainwright to act as the Company's exclusive placement agent in connection with the private placement. Pursuant to the engagement agreement, the Company agreed to pay Wainwright a cash fee of 8.0% of the gross proceeds raised by the Company in the private placement. The Company also agreed to pay Wainwright (i) a management fee equal to 1.0% of the gross proceeds raised in the private placement; (ii) $35,000 for non-accountable expenses and (iii) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. In addition, the Company agreed to issue to Wainwright (or its designees) placement agent warrants (the "Placement Agent Warrants") to purchase a number of shares equal to 8.0% of the aggregate number of Shares sold under the Purchase Agreement or warrants to purchase an aggregate of up to 2,426,667 shares of the Company's common stock. The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise price of $0.1875. Other than disclosed above, the Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein. |
ACCOUNTING POLICIES AND ESTIM_2
ACCOUNTING POLICIES AND ESTIMATES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Principles of Consolidation | b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. Effective December 31, 2019, the Company disposed of Qpagos Corporation, Qpagos S.A.P.I. de CV and Redpag Electronicos, S.A.P.I. de CV, these entities are reported as discontinued operations in these consolidated financial statements. The entities included in these consolidated financial statements are as follows: Innovative Payment Solutions, Inc. - Parent Company Qpagos Corporation - 100% owned – disposed of effective December 31, 2019. Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) – disposed of effective December 31, 2019. Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) – disposed of effective December 31, 2019. |
Mexican Operations | c) Mexican Operations The financial statements of the Company's discontinued Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. 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 to customers are in Mexico. |
Use of Estimates | d) Use of Estimates The preparation of 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 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 from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments |
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 December 2019, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740), the Amendments in this update reduce the complexity in accounting for income taxes by removing certain exceptions to accounting for income taxes and deferred taxes and simplifying the accounting treatment of franchise taxes, a step up in the tax basis of goodwill as part of business combinations, the allocation of current and deferred tax to a legal entity not subject to tax in its own financial statements, reflecting changes in tax laws or rates in the annual effective rate in interim periods that include the enactment date and minor codification improvements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020. The effects of this ASU on the Company's financial statements is not considered to be material. In August 2020, 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 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. |
Reporting by segment | i) Reporting by Segment No segmental information is required as the Company, during the years ended December 31, 2020 and 2019 only had one segment of business from which it derived revenue, providing physical and virtual payment services in the Mexican Market. This business segment was discontinued on December 31, 2019 and no revenue has been derived from activities in the US market as yet. |
Cash and Cash Equivalents | j) 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 December 31, 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 December 31, 2020 and 2019, the balance did not exceed the federally insured limit. |
Accounts Receivable and Allowance for Doubtful Accounts | k) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December 31, 2020 and 2019. |
Investments | l) 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 $1,019,960 and $0 on its non-marketable equity securities for the years ended December 31, 2020 and 2019, 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 | m) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 7 years 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 | n) 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 | o) 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 | p) 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 Company's reverse merger which took place 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 | q) Derivative Liabilities ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Income Taxes | r) Income Taxes Prior to December 31, 2019, the Company's primary operations were based in Mexico and enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2020, and 2019, there have been no interest or penalties incurred on income taxes. |
Comprehensive income | s) Comprehensive income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes translation adjustment and net loss. |
Reclassification of prior year presentation | t) 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) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the assets | Description Estimated Useful Life Kiosks 7 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years |
PROFIT ON DISPOSAL OF SUBSIDI_2
PROFIT ON DISPOSAL OF SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Profit on Disposal of Subsidiaries [Abstract] | |
Schedule of business operation | Year ended December 31, Proceeds on disposal Shares in Vivi Holdings, Inc. $ 1,120,836 Promissory note from Qpagos Corporation 130,000 Kiosks to be transferred to Innovative Payment Solutions 50,000 Gross proceeds 1,300,836 Vivi Holdings, Inc. shares distributed as deal related fees (100,875 ) Deal related expenses (28,328 ) Net proceeds $ 1,171,633 Assets disposed of: Cash $ 59,551 Inventory 150,117 Accounts receivable 10,863 Recoverable IVA and tax credits 170,981 Other current assets 186,093 Intangible assets 39,417 Plant and equipment 178,778 Other non-current assets 12,849 808,649 Liabilities assumed by purchaser Accounts payable and other payables (355,652 ) Notes payable (43,000 ) IVA and other taxes payable (14,923 ) Advances from customers (195,344 ) Net (608,919 ) Net assets sold $ 199,730 Net profit realized on disposal $ 971,903 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of operations from discontinued operations | Year ended 2019 Net Revenue $ 11,480,637 Cost of Goods Sold 11,525,223 Gross loss (44,586 ) General and administrative 953,491 Depreciation and amortization and impairment costs 45,360 Total Expense 998,851 Loss from Operations (1,043,437 ) Other income 6,648 Foreign currency gain 383,542 Loss before taxation (653,247 ) Taxation - Loss from discontinued operations, net of taxation $ (653,247 ) |
INVESTMENT (Tables)
INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of investment | December 31, 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) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of right of use assets | December 31, Non-current assets Right of use assets, operating leases, net of amortization $ 51,926 |
Schedule of lease cost | Year ended Operating lease expense $ 41,423 |
Schedule of maturity of operating leases | Amount Undiscounted minimum future lease payments Total instalments due: 2021 47,340 2022 7,890 55,230 Imputed interest (3,304 ) Total operating lease liability $ 51,926 Disclosed as: Current portion $ 44,134 Non-current portion 7,792 $ 51,926 |
Schedule of other lease information | Year ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (41,423 ) Remaining lease term – operating lease 14 months Discount rate – operating lease 10.0 % |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Description Interest Maturity December 31, December 31, Stanislav Minaychenko 4.0 % September 16, 2020 $ 14,530 $ 23,930 Maxim Pukhoskiy 4.0 % June 16, 2020 8,041 17,683 Dieter Busenhart 10.0 % January 17, 2021 1,062 - Alexander Motorin 4.0 % December 23, 2020 - 20,018 Total loans payable $ 23,633 $ 61,631 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Description Interest Maturity Principal Accrued Unamortized debt December 31, December 31, 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 3,542 (33,485 ) 33,057 - 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 15,041 (157,892 ) 157,149 - 10 % July 31, 2021 300,000 12,750 (95,502 ) 217,248 - 10 % September 24, 2021 114,000 3,061 (83,392 ) 33,669 - 10 % August 5, 2021 100,000 4,055 (40,502 ) 63,553 - Mercer Street Global Opportunity Fund, LLC 10 % August 3, 2021 400,000 16,438 (127,543 ) 288,895 - Pinz Capital Special Opportunities Fund LP - - - - - - - Iroquois Master Fund Ltd. 10 % September 16, 2021 228,000 6,621 (161,786 ) 72,835 - Mark Geist 10 % October 20, 2021 28,600 564 (22,958 ) 6,206 - Bellridge Capital LP. 10 % November 25, 2021 286,000 2,821 (257,792 ) 31,029 - Total convertible notes payable $ 1,819,600 $ 64,893 $ (980,852 ) $ 903,641 $ 359,362 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions were used in the Black-Scholes valuation model | Year ended December 31, 2020 Year ended December 31, 2019 Conversion price $ 0.015 to 2.00 $ 0.02 to 2.00 Risk free interest rate 0.09 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 171.7 to 222.6 % 148.5 to 224.3 % Expected dividend rate 0 % 0 % |
Schedule of movement in derivative liability | December 31, December 31, Opening balance $ 905,576 $ 1,833,672 Derivative financial liability arising from convertible note 1,406,369 1,053,842 Fair value adjustment to derivative liability 654,471 (1,981,938 ) $ 2,966,416 $ 905,576 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of restricted stock granted and exercisable | Restricted Stock Granted Restricted Stock Vested Grant 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 | Year ended December 31, 2020 Conversion price $ 0.05 Risk free interest rate 0.21% to 0.36 % Expected life of 4.5 to 5.0 years Expected volatility of underlying stock 212.9 to 215.1 % 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 51,188,572 0.05 0.05 Forfeited/Cancelled (852,775 ) 2.00 to 6.25 5.10 Exercised - - - Outstanding December 31, 2020 51,188,572 $ 0.05 $ 0.05 |
Schedule of warrants outstanding and exercisable | Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.05 51,188,572 4.61 51,188,572 0.05 4.61 |
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 December 31, 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 8.00 $ 0.40 100,000 $ 0.4 8.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Year ended Year ended Current Federal $ - $ - State - - Foreign - - $ - $ - Deferred Federal $ - $ - State - - Foreign - - $ - $ - |
Schedule of statutory income tax | Year ended Year ended Continuing operations Tax expense at the federal statutory rate $ (1,143,354 ) $ (850,030 ) State tax expense, net of federal tax effect (79,743 ) - Permanent differences 453,667 772,183 ) Prior year net operating loss true up 487,927 - Temporary timing differences - 27,299 (281,503 ) (50,548 ) Deferred income tax asset valuation allowance 281,503 50,548 $ - $ - Discontinued operations Tax expense at the federal statutory rate $ - $ 66,918 ) State tax expense, net of federal tax effect - - Effect of foreign operations - (27,739 Effect of income tax rate change - - Permanent timing differences - (1,834,306 ) Temporary timing differences - 63,004 - (1,732,123 ) Deferred income tax asset valuation allowance - 1,732,123 $ - $ - |
Schedule of deferred income tax assets | December 31, December 31, Other 246,069 27,299 ) Net operating losses 3,999,612 3,936,879 Valuation allowance (4,245,681 ) (3,964,178 ) Net deferred income tax assets $ - $ - |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of equity based compensation | Year ended December 31, Year ended December 31, Incentive stock awards $ 502,128 - Stock issued for services rendered 88,000 162,254 $ 590,128 $ 162,254 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of dilutive shares | Year ended Year ended Convertible debt 56,486,677 28,557,283 Stock options 100,000 100,000 Warrants to purchase shares of common stock 51,188,572 852,775 107,775,249 29,510,058 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party payables | Description December 31, December 31, Strategic IR 4,000 - $ 4,000 $ - |
Schedule of loans payable | Description Interest Rate Maturity Date December 31, December 31, Vladimir Skigin 4 % December 12, 2020 - 30,026 Loans payable - Related parties $ - $ 30,026 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | Amount Undiscounted minimum future lease payments Total instalments due: 2021 47,340 2022 7,890 55,230 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization and Description of Business (Textual) | ||
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. | |
Percentage of ownership | 99.90% | |
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% | |
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 1) | 12 Months Ended |
Dec. 31, 2020 | |
Kiosks [Member] | |
Estimated useful lives | 7 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_5
ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies and Estimates (Textual) | ||
Plant and equipment costs | $ 1,000 | |
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. | |
Impairment charge | $ 1,019,960 | $ 0 |
Qpagos corporation, description | Qpagos Corporation - 100% owned – disposed of effective December 31, 2019. Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) – disposed of effective December 31, 2019. Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) – disposed of effective December 31, 2019. |
LIQUIDITY MATTERS (Details)
LIQUIDITY MATTERS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 17, 2021 | Dec. 31, 2020 | Mar. 09, 2021 | Dec. 31, 2019 | |
Net loss | $ (27,629,575) | $ (22,185,031) | ||
Cash | 94,703 | |||
Received net proceeds | 1,788,500 | |||
Original issue discount | 255,500 | |||
Principal amount | $ 2,044,000 | |||
Rate of interest | 10.00% | |||
Maturity date | Feb. 16, 2022 | |||
Subsequent Event [Member] | ||||
Warrants Shares | 44,074,285 | |||
Exercise price | $ 0.05 | |||
Gross proceeds | $ 2,203,714 | |||
Agreement, description | We entered into Securities Purchase Agreements (the "SPAs") with several institutional investors, pursuant to which we sold to the Investors in a private placement (i) 30,333,334 shares of our common stock (the "Shares") and (ii) warrants (the "Warrants") to purchase up to an aggregate of 15,166,667 shares of our common stock for gross proceeds of approximately $4,550,000. The combined purchase price for one share of common stock and associated Warrant was $0.15. |
PROFIT ON DISPOSAL OF SUBSIDI_3
PROFIT ON DISPOSAL OF SUBSIDIARIES (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Profit On Disposal Of Subsidiaries | |
Shares in Vivi Holdings, Inc. | $ 1,120,836 |
Promissory note from Qpagos Corporation | 130,000 |
Kiosks to be transferred to Innovative Payment Solutions | 50,000 |
Gross proceeds | 1,300,836 |
Vivi Holdings, Inc. shares distributed as deal related fees | (100,875) |
Deal related expenses | (28,328) |
Net proceeds | 1,171,633 |
Assets disposed of: | |
Cash | 59,551 |
Inventory | 150,117 |
Accounts receivable | 10,863 |
Recoverable IVA and tax credits | 170,981 |
Other current assets | 186,093 |
Intangible assets | 39,417 |
Plant and equipment | 178,778 |
Other non-current assets | 12,849 |
Total | 808,649 |
Liabilities assumed by purchaser | |
Accounts payable and other payables | (355,652) |
Notes payable | (43,000) |
IVA and other taxes payable | (14,923) |
Advances from customers | (195,344) |
Net | (608,919) |
Net assets sold | 199,730 |
Net profit realized on disposal | $ 971,903 |
PROFIT ON DISPOSAL OF SUBSIDI_4
PROFIT ON DISPOSAL OF SUBSIDIARIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Profit on disposal of subsidiaries (Textual) | ||
Ownership interest percentage | 99.90% | |
Common stock of outstanding percentage | 100.00% | |
Promissory note from Qpagos | $ 130,000 | |
Purchase Agreement [Member] | ||
Profit on disposal of subsidiaries (Textual) | ||
Number of common stock issued | 2,047,500 | |
VAT Refund, description | QPAGOS Corporation. has agreed to diligently file the VAT Refund for tax years 2015 through 2019 and to pay the Company forty-six percent of each VAT Refund received by it, up to $130,000. | |
Mr. Andrey Novikov [Member] | ||
Profit on disposal of subsidiaries (Textual) | ||
Number of common stock issued | 56,250 | |
Joseph W & Patricia G Abrams Family Trust [Member] | ||
Profit on disposal of subsidiaries (Textual) | ||
Number of common stock issued | 33,750 | |
Mr. Gaston Pereira [Member] | ||
Profit on disposal of subsidiaries (Textual) | ||
Number of common stock issued | 112,500 | |
Acquisitiont [Member] | ||
Profit on disposal of subsidiaries (Textual) | ||
Number of common stock issued | 2,250,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net Revenue | $ 11,480,637 | |
Cost of Goods Sold | 11,525,223 | |
Gross (loss) profit | (44,586) | |
General and administrative | 953,491 | |
Depreciation and amortization and impairment costs | 45,360 | |
Total Expense | 998,851 | |
Loss from Operations | (1,043,437) | |
Other income | 6,648 | |
Foreign currency gain | 383,542 | |
Loss before taxation | (653,247) | |
Taxation | ||
Loss from discontinued operations, net of taxation | $ (653,247) |
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 Corp to Vivi. The operations of Qpagos Corp and its two Mexican entities; QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, which represent substantially all of its assets, are reported as discontinued operations. |
INVESTMENT (Details)
INVESTMENT (Details) - USD ($) | Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Investment (Textual) | ||
Aggregate shares of common stock | 2,250,000 | |
Impairment charge | $ 1,019,960 | $ 0 |
Investment, description | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp, together with its 99.9% ownership interest of Qpagos Corporations’ two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, to Vivi. | |
Vivi Holdings, Inc [Member] | ||
Investment (Textual) | ||
Number of common stock issued | 2,047,500 | |
Mr. 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) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Non-current assets | |
Right of use assets, operating leases, net of amortization | $ 51,926 |
LEASES (Details 1)
LEASES (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 41,423 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total instalments due: | ||
2021 | $ 47,340 | |
2022 | 7,890 | |
Total | 55,230 | |
Imputed interest | (3,304) | |
Total operating lease liability | 51,926 | |
Disclosed as: | ||
Current portion | 44,134 | |
Non-current portion | 7,792 | |
Total operating lease liability | $ 51,926 |
LEASES (Details 3)
LEASES (Details 3) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ (41,423) |
Remaining lease term - operating lease | 14 months |
Discount rate - operating lease | 10.00% |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended |
Dec. 31, 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 | 86,741 |
Operating lease liability | $ 86,741 |
IBR [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. |
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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes payable | $ 23,633 | $ 61,631 |
Maturity date | Feb. 16, 2022 | |
Stanislav Minaychenko [Member] | ||
Notes payable | $ 14,530 | 23,930 |
Interest rate | 4.00% | |
Maturity date | Sep. 16, 2020 | |
Maxim Pukhoskiy [Member] | ||
Notes payable | $ 8,041 | 17,683 |
Interest rate | 4.00% | |
Maturity date | Jun. 16, 2020 | |
Dieter Busenhart [Member] | ||
Notes payable | $ 1,062 | |
Interest rate | 10.00% | |
Maturity date | Jan. 17, 2021 | |
Alexander Motorin [Member] | ||
Notes payable | $ 20,018 | |
Interest rate | 4.00% | |
Maturity date | Dec. 23, 2020 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Jul. 17, 2020 | Jan. 07, 2020 | Dec. 23, 2019 | Dec. 17, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 16, 2020 |
Loans Payable (Textual) | |||||||
Notes payable | $ 23,633 | $ 61,631 | |||||
Aggregate principal amount | 10,000 | ||||||
Interest expense | $ 1,558 | $ 7,513 | |||||
Maturity date | Feb. 16, 2022 | ||||||
Dieter Busenhart [Member] | |||||||
Loans Payable (Textual) | |||||||
Notes payable | $ 1,062 | ||||||
Aggregate principal amount | $ 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 | 14,530 | |||||
Aggregate principal amount | 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 | $ 8,041 | |||||
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 | ||||||
Aggregate principal amount | $ 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 $20,033. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unamortized debt discount | $ (980,852) | $ (371,387) |
Convertible Notes Payable [Member] | ||
Principal | 1,819,600 | |
Accrued interest | 64,893 | |
Unamortized debt discount | (980,852) | |
Convertible notes payable | $ 903,641 | 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 | 3,542 | |
Unamortized debt discount | (33,485) | |
Convertible notes payable | $ 33,057 | |
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, 2021 [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 | ||
Cavalry 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 | 15,041 | |
Unamortized debt discount | (157,892) | |
Convertible notes payable | $ 157,149 | |
Cavalry 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 | 12,750 | |
Unamortized debt discount | (95,502) | |
Convertible notes payable | $ 217,248 | |
Cavalry 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 | 3,061 | |
Unamortized debt discount | (83,392) | |
Convertible notes payable | $ 33,669 | |
Cavalry Fund I 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 | 4,055 | |
Unamortized debt discount | (40,502) | |
Convertible notes payable | $ 63,553 | |
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 | 16,438 | |
Unamortized debt discount | (127,543) | |
Convertible notes payable | $ 288,895 | |
Pinz Capital Special Opportunities Fund LP [Member] | Convertible Notes Payable [Member] | ||
Interest rate | ||
Principal | ||
Accrued interest | ||
Unamortized debt discount | ||
Convertible notes payable | ||
Iroquois Master Fund Ltd. [Member] | 10% Convertible Notes Payable Due September 16, 2021 [Member] | ||
Interest rate | 10.00% | |
Maturity date | Sep. 16, 2021 | |
Principal | $ 228,000 | |
Accrued interest | 6,621 | |
Unamortized debt discount | (161,786) | |
Convertible notes payable | $ 72,835 | |
Mark Geist [Member] | 10% Convertible Notes Payable Due October 20, 2021 [Member] | ||
Interest rate | 10.00% | |
Maturity date | Oct. 20, 2021 | |
Principal | $ 28,600 | |
Accrued interest | 564 | |
Unamortized debt discount | (22,958) | |
Convertible notes payable | $ 6,206 | |
Bellridge Capital LP., [Member] | 10% Convertible Notes Payable Due November 25, 2021 [Member] | ||
Interest rate | 10.00% | |
Maturity date | Nov. 25, 2021 | |
Principal | $ 286,000 | |
Accrued interest | 2,821 | |
Unamortized debt discount | (257,792) | |
Convertible notes payable | $ 31,029 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Aug. 31, 2020 | Aug. 25, 2020 | Aug. 10, 2020 | Aug. 05, 2020 | Aug. 03, 2020 | Jul. 20, 2020 | Jul. 17, 2020 | Jul. 15, 2020 | Jul. 13, 2020 | Jul. 09, 2020 | Jul. 08, 2020 | Jul. 03, 2020 | Jun. 22, 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 | Nov. 25, 2020 | Oct. 20, 2020 | 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 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 09, 2020 | Aug. 14, 2019 |
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 366,964 | $ 188,159 | ||||||||||||||||||||||||||||||||||||||||||
Value of the beneficial conversion feature | 1,406,369 | 882,448 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,044,000 | |||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 16, 2022 | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 33,057 | |||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 104,500 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 33,485 | |||||||||||||||||||||||||||||||||||||||||||
Amortized of debt discount | 1,065,879 | 1,349,071 | ||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ (433,610) | $ (2,838,599) | ||||||||||||||||||||||||||||||||||||||||||
Remaining principal and interest outstanding | $ 24,032 | $ 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. | ||||||||||||||||||||||||||||||||||||||||||
Description of secured convertible note | 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. | |||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
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. | 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. | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 33,030 | |||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 48,000 | $ 90,000 | $ 48,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.0083 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued | 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. | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 24.00% | 8.00% | 24.00% | |||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 14, 2019 | |||||||||||||||||||||||||||||||||||||||||||
Description of payment | The Company had the right to prepay the note up to 180 days. | |||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | 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. | |||||||||||||||||||||||||||||||||||||||||||
Loss on conversion | $ 56,315 | |||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 207,421 | $ 152,349 | ||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding, LLC [Member] | Convertible Promissory Note Due January 13, 2021 [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 | |||||||||||||||||||||||||||||||||||||||||||
Black Ice Advisors, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 25,975 | |||||||||||||||||||||||||||||||||||||||||||
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 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 | |||||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 55,563 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued | 5,556,250 | |||||||||||||||||||||||||||||||||||||||||||
Penalty interest | $ 78,765 | |||||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Promissory Note Due February 5, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||
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 | Feb. 5, 2021 | |||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 119,819 | |||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | Convertible Promissory Note Due February 24, 2021 [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 | |||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [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 | Jun. 30, 2021 | Sep. 24, 2021 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 63,553 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 40,502 | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 246,600 | $ 99,750 | ||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 300,000 | 114,000 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 37,500 | $ 14,000 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 12.50% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 8,571,428 | 3,257,143 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note [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. | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 157,149 | |||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 157,892 | |||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note [Two] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | 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. | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 217,248 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 99,502 | |||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | 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. | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 33,669 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 83,392 | |||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | 10% Convertible Notes Payable Due August 5, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 2,857,143 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 3, 2021 | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 288,895 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 127,543 | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 350,000 | |||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 400,000 | |||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 11,428,571 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 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. | |||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 5, 2021 | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 87,500 | |||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 100,000 | |||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 2,857,143 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 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 | $ 72,835 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 161,786 | |||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
Mark Geist [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. | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,206 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 22,958 | |||||||||||||||||||||||||||||||||||||||||||
Mark Geist [Member] | 10% Convertible Notes Payable Due October 20, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 20, 2021 | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 25,025 | |||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 28,600 | |||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 3,575 | |||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 817,143 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||
Bellridge Capital 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. | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 31,029 | |||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 257,792 | |||||||||||||||||||||||||||||||||||||||||||
Bellridge Capital LP., [Member] | 10% Convertible Notes Payable Due November 25, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 25, 2021 | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 250,250 | |||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 286,000 | |||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 35,750 | |||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | 8,171,429 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.05 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 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 | 0.09% | 1.53% |
Expected life of derivative liability | 1 month | 1 month |
Expected volatility of underlying stock | 171.70% | 148.50% |
Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price | $ 0.015 | $ 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 ($) | 12 Months Ended | |
Dec. 31, 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 | 1,406,369 | 1,053,842 |
Fair value adjustment to derivative liability | 654,471 | (1,981,938) |
Closing balance | $ 2,966,416 | $ 905,576 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Liability (Textual) | ||
Derivative financial liability | $ 654,471 | $ 654,471 |
Derivative liability | 1,406,369 | |
Comprehensive loss | $ 1,981,938 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended |
Dec. 31, 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) | Dec. 31, 2020$ / shares |
Conversion price [Member] | |
Exercise price | $ 0.05 |
Expected volatility of underlying stock [Member] | Minimum [Member] | |
Warrants percentage | 212.90% |
Expected volatility of underlying stock [Member] | Maximum [Member] | |
Warrants percentage | 215.10% |
Expected dividend rate [Member] | |
Warrants percentage | 0.00% |
Risk free interest rate [Member] | Minimum [Member] | |
Warrants percentage | 0.21% |
Risk free interest rate [Member] | Maximum [Member] | |
Warrants percentage | 0.36% |
Expected life of [Member] | Minimum [Member] | |
Expected life of warrants | 4 years 6 months |
Expected life of [Member] | Maximum [Member] | |
Expected life of warrants | 5 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares Underlying Warrants | ||
Outstanding at beginning | 852,775 | 852,775 |
Granted | 51,188,572 | |
Forfeited/Cancelled | (852,775) | |
Exercised | ||
Outstanding at ending | 51,188,572 | 852,775 |
Exercise price per share | ||
Granted | $ 0.05 | |
Exercised | ||
Outstanding at ending | 0.05 | |
Weighted average exercise price | ||
Outstanding at beginning | 5.10 | $ 5.10 |
Granted | 0.05 | |
Forfeited/Cancelled | 5.10 | |
Exercised | ||
Outstanding at ending | 0.05 | 5.10 |
Minimum [Member] | ||
Exercise price per share | ||
Outstanding at beginning | 2 | 2 |
Granted | ||
Forfeited/Cancelled | 2 | |
Outstanding at ending | 2 | |
Maximum [Member] | ||
Exercise price per share | ||
Outstanding at beginning | 6.25 | 6.25 |
Granted | ||
Forfeited/Cancelled | $ 6.25 | |
Outstanding at ending | $ 6.25 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Warrants Outstanding, Exercise Price | $ 0.05 |
Warrants Outstanding, Number Outstanding | shares | 51,188,572 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 4 years 7 months 10 days |
Warrants Outstanding, Weighted Average Exercise Price | |
Warrants Exercisable, Number Exercisable | shares | 51,188,572 |
Warrants Exercisable ,Weighted Average Exercise Price | $ 0.05 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 4 years 7 months 10 days |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 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] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number Outstanding | shares | 100,000 |
Weighted Average Remaining Contractual life in years | 8 years |
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 | 6 years |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Sep. 09, 2020 | Sep. 09, 2020 | Jun. 24, 2020 | Nov. 01, 2019 | Jun. 24, 2020 | Mar. 16, 2020 | Jan. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Equity (Textual) | |||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, issued | 193,637,747 | 128,902,124 | |||||||
Common stock, outstanding | 193,637,747 | 128,902,124 | |||||||
Preferred stock, authorized | 25,000,000 | 25,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, issued | 0 | 0 | |||||||
Preferred stock, outstanding | 0 | 0 | |||||||
Options intrinsic value, outstanding | $ 0 | $ 0 | |||||||
Restricted stock awards expense | $ 502,128 | ||||||||
Warrants, description | In terms of the Senior Secured convertible notes entered into with various noteholders as described in note 10 above, the Company issued five year warrants exercisable for a total of 51,188,572 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. | ||||||||
Convertible note granted shares | 1,500,000 | ||||||||
Settlement of contractual dispute | $ 45,000 | ||||||||
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 | $ 39,000 | ||||||||
Shares of common stock | 1,298,554 | ||||||||
Chief Executive Officer [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares issued for services (in shares) | 20,495,000 | ||||||||
Minimum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of outstanding shares common stock reduced | 320,477,867 | ||||||||
Maximum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of outstanding shares common stock reduced | 32,047,886 | ||||||||
Stock Option [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Options intrinsic value, outstanding | $ 0 | $ 0 | |||||||
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 | ||||||||
Debt Conversion Notices [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of shares issued on debt conversion | 2,504,110 | 35,002,245 | 35,002,245 | ||||||
Debt conversion | $ 335,948 | ||||||||
Net loss of conversion | 433,610 | ||||||||
Net loss on exchange | 50,082 | ||||||||
Debt Exchange Agreements [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Settlement of loans payable | $ 50,082 | $ 50,082 | |||||||
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 | ||||||||
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 | ||||||||
Subscription Agreement [Member] | Investor [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Warrants exercisable | 1,000,000 | ||||||||
Shares of common stock issued to investors | 1,000,000 | ||||||||
Shares of common stock for subscription proceeds | $ 25,000 | ||||||||
First Anniversary [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Forfeiture restriction lapses, percentage | 33.00% | ||||||||
Second Anniversary [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Forfeiture restriction lapses, percentage | 33.00% | ||||||||
Third Anniversary [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Forfeiture restriction lapses, percentage | 34.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||
Federal | ||
State | ||
Foreign | ||
Total current tax benefits | ||
Deferred | ||
Federal | ||
State | ||
Foreign | ||
Total deferred tax benefits |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred income tax asset valuation allowance | $ 281,503 | |
Deferred tax assets, net | ||
Continuing Operations [Member] | ||
Tax expense at the federal statutory rate | (1,143,354) | (850,030) |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | ||
Effect of income tax rate change | ||
Permanent timing differences | 453,667 | 772,183 |
Prior year net operating loss true up | 487,927 | |
Temporary timing differences | 27,299 | |
Deffered tax assets, gross | (281,503) | (50,548) |
Deferred income tax asset valuation allowance | 281,503 | 50,548 |
Deferred tax assets, net | ||
Discontinued Operations [Member] | ||
Tax expense at the federal statutory rate | 66,918 | |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | 27,739 | |
Effect of income tax rate change | ||
Permanent timing differences | (1,834,306) | |
Temporary timing differences | 63,004 | |
Deffered tax assets, gross | (1,732,123) | |
Deferred income tax asset valuation allowance | 1,732,123 | |
Deferred tax assets, net |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Other | $ 246,069 | $ 27,299 |
Net operating losses | 3,999,612 | 3,936,879 |
Valuation allowance | (4,245,681) | (3,964,178) |
Deferred tax assets, net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes (Textual) | ||
Valuation allowance | $ 4,245,681 | $ 3,964,178 |
Federal and florida state NOL | 4,700,761 | 14,045,383 |
Federal and state net operating loss | $ 16,300,000 | 16,300,000 |
Description of net operating losses | The $7.9 million of the net operating losses will begin to expire in 2035 through 2037 and $8.4 million has an indefinite life. | |
Descriptions of tax credit expiration period | The prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. | |
Description of tax rate | The corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income | |
Federal CIT rate | 30.00% | |
Deferred income tax assets | $ 4,245,681 | $ 3,964,178 |
Deferred income tax assets valuation allowance | 281,503 | |
Innovative Payment Solutions [Member] | ||
Income taxes (Textual) | ||
Net operating loss carry-forwards | $ 10,948,731 |
EQUITY BASED COMPENSATION (Deta
EQUITY BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Incentive stock awards | $ 502,128 | |
Stock issued for services rendered | 88,000 | 162,254 |
Equity based compensation | $ 590,128 | $ 162,254 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 107,775,249 | 29,510,058 |
Convertible debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 56,486,677 | 28,557,283 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 100,000 | 100,000 |
Warrants to purchase shares of common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 51,188,572 | 852,775 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Related party payables | $ 4,000 | |
Strategic IR [Member] | ||
Related party payables | $ 4,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Loans payable - Related parties | $ 30,026 | |
Maturity date | Feb. 16, 2022 | |
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_3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 24, 2020 | Jan. 07, 2020 | Jun. 24, 2020 | Mar. 19, 2020 | Dec. 23, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2020 | Apr. 08, 2020 |
Related Party Transactions (Textual) | |||||||||
Interest expenses to related party | $ 23 | $ 23,248 | |||||||
Amortization of debt discount | 1,065,879 | 1,349,071 | |||||||
Related party payables | $ 4,000 | ||||||||
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. | ||||||||
Shares issued for services (in shares) | 20,495,000 | ||||||||
Vested shares | 5,123,750 | ||||||||
Agregate shares of common stock | 15,371,250 | 15,371,250 | |||||||
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. | ||||||||
First Anniversary [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Forfeiture restriction lapses, percentage | 33.00% | ||||||||
Second Anniversary [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Forfeiture restriction lapses, percentage | 33.00% | ||||||||
Third Anniversary [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Forfeiture restriction lapses, percentage | 34.00% | ||||||||
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. | ||||||||
Vladimir Skigin [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Interest rate | 5.00% | ||||||||
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. | ||||||||
James Fuller [Member] | Restricted Stock [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Shares issued for services (in shares) | 2,000,000 | ||||||||
GlobalConsultingAlliance [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Agregate shares of common stock | 1,016,408 | 282,146 | |||||||
Aggregate of principal amount | $ 39,000 | $ 39,000 | |||||||
Strategic IR [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Related party payables | $ 4,000 | ||||||||
Strategic IR [Member] | Consulting Services [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Related party payables | $ 60,000 | $ 60,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2020USD ($) |
Total instalments due: | |
2021 | $ 47,340 |
2022 | 7,890 |
Total operating lease liability | $ 55,230 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 03, 2021 | Mar. 17, 2021 | Feb. 22, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | Mar. 09, 2021 | Feb. 19, 2021 | Feb. 18, 2021 | Feb. 17, 2021 | Feb. 12, 2021 | Feb. 09, 2021 | Feb. 06, 2021 | Feb. 05, 2021 | Jan. 15, 2021 |
Subsequent Event (Textual) | ||||||||||||||
Maturity date | Feb. 16, 2022 | |||||||||||||
Aggregate principal amount | $ 2,044,000 | |||||||||||||
Related party transaction, description | Pursuant to an engagement letter (the “Engagement Letter”), dated as of March 6, 2021, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), the Company engaged Wainwright to act as the Company’s exclusive placement agent in connection with the private placement. Pursuant to the engagement agreement, the Company agreed to pay Wainwright a cash fee of 8.0% of the gross proceeds raised by the Company in the private placement. The Company also agreed to pay Wainwright (i) a management fee equal to 1.0% of the gross proceeds raised in the private placement; (ii) $35,000 for non-accountable expenses and (iii) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. In addition, the Company agreed to issue to Wainwright (or its designees) placement agent warrants (the “Placement Agent Warrants”) to purchase a number of shares equal to 8.0% of the aggregate number of Shares sold under the Purchase Agreement or warrants to purchase an aggregate of up to 2,426,667 shares of the Company’s common stock. The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise price of $0.1875. | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Warrants exercisable | 44,074,285 | |||||||||||||
Warrants exercisable per share | $ 0.05 | |||||||||||||
Gross proceeds | $ 2,203,714 | |||||||||||||
Related party transaction, description | The Board of Directors of the Company appointed William Corbett, its Chief Executive Officer and Interim Chief Financial Officer, as its Chairman of the Board and issued him a five-year warrant to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $0.24. The Board also agreed to increase Mr. Corbett’s monthly base salary to $30,000 and to pay the independent directors of the Company an annual director’s fee of $12,000. | |||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Agreement, description | The Company, entered into Securities Purchase Agreements (the “SPAs”) with several institutional investors, pursuant to which the Company agreed to sell to the Investors in a private placement (i) 30,333,334 shares of its common stock (the “Shares”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 15,166,667 shares of its common stock for gross proceeds of approximately $4,550,000. The combined purchase price for one share of common stock and associated Warrant is $0.15. | |||||||||||||
Warrants, description | The Warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.15 per share, subject to adjustment as set forth in the Warrants for stock splits, stock dividends, recapitalizations and similar events. The Investors may exercise the Warrants on a cashless basis if after the six month anniversary of date of issuance the shares of common stock underlying the Warrants (the "Warrant Shares") are not then registered pursuant to an effective registration statement. Each Investor has contractually agreed to restrict its ability to exercise the Warrants such that the number of shares of the Company's common stock held by the Investor and its affiliates after such exercise does not exceed the beneficial ownership limitation set forth in the Warrants which may not exceed initially 4.99% or 9.99% of the Company's then issued and outstanding shares of common stock. | |||||||||||||
Subsequent Event [Member] | 2018 Stock Incentive Plan [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Warrants exercisable | 208,333 | |||||||||||||
Warrants exercisable per share | $ 0.24 | |||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Warrants exercisable | 44,074,285 | |||||||||||||
Warrants exercisable per share | $ 0.05 | |||||||||||||
Gross proceeds | $ 2,203,714 | |||||||||||||
Subsequent Event [Member] | Convertible note funding [Member] | Iroquois Master Fund Ltd., [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Net proceeds | $ 199,500 | |||||||||||||
Original issue discount | 28,500 | |||||||||||||
Senior secured convertible note | $ 228,000 | |||||||||||||
Bearing interest | 10.00% | |||||||||||||
Maturity date | Feb. 3, 2022 | |||||||||||||
Conversion price | $ 0.045 | |||||||||||||
Warrant exercisable | 5,066,667 | |||||||||||||
Exercise price per share | $ 0.05 | |||||||||||||
Subsequent Event [Member] | Convertible note funding [Member] | Mercer [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Net proceeds | $ 250,250 | $ 500,500 | ||||||||||||
Original issue discount | 35,750 | 71,500 | ||||||||||||
Senior secured convertible note | $ 286,000 | $ 572,000 | ||||||||||||
Bearing interest | 10.00% | 10.00% | ||||||||||||
Maturity date | Feb. 3, 2022 | Feb. 16, 2022 | ||||||||||||
Conversion price | $ 0.045 | $ 0.23 | ||||||||||||
Warrant exercisable | 6,355,556 | 2,486,957 | ||||||||||||
Exercise price per share | $ 0.05 | $ 0.24 | ||||||||||||
Subsequent Event [Member] | Convertible note funding [Member] | Cavalry [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Net proceeds | $ 150,500 | $ 500,500 | ||||||||||||
Original issue discount | 21,500 | 71,500 | ||||||||||||
Senior secured convertible note | $ 172,000 | $ 572,000 | ||||||||||||
Bearing interest | 10.00% | 10.00% | ||||||||||||
Maturity date | Feb. 3, 2022 | Feb. 16, 2022 | ||||||||||||
Conversion price | $ 0.045 | $ 0.23 | ||||||||||||
Warrant exercisable | 3,822,223 | 2,486,957 | ||||||||||||
Exercise price per share | $ 0.05 | $ 0.24 | ||||||||||||
Subsequent Event [Member] | Convertible note funding [Member] | Bellridge Capital LP., [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Net proceeds | $ 180,250 | |||||||||||||
Original issue discount | 25,750 | |||||||||||||
Senior secured convertible note | $ 206,000 | |||||||||||||
Bearing interest | 10.00% | |||||||||||||
Maturity date | Feb. 16, 2022 | |||||||||||||
Conversion price | $ 0.045 | |||||||||||||
Warrant exercisable | 4,577,778 | |||||||||||||
Exercise price per share | $ 0.05 | |||||||||||||
Subsequent Event [Member] | Convertible note funding [Member] | Bellridge Capital LP., [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Net proceeds | $ 787,500 | |||||||||||||
Original issue discount | 112,500 | |||||||||||||
Senior secured convertible note | $ 900,000 | |||||||||||||
Bearing interest | 10.00% | |||||||||||||
Maturity date | Feb. 16, 2022 | |||||||||||||
Conversion price | $ 0.23 | |||||||||||||
Warrant exercisable | 3,913,044 | |||||||||||||
Exercise price per share | $ 0.24 | |||||||||||||
Subsequent Event [Member] | Debt Conversions [Member] | Iroquois Master Fund Ltd., [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Aggregate principal amount | $ 228,000 | |||||||||||||
Common stock | 5,066,667 | |||||||||||||
Issuance of common stock per share | $ 0.045 | |||||||||||||
Subsequent Event [Member] | Debt Conversions [Member] | Mercer [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Aggregate principal amount | $ 400,000 | |||||||||||||
Accrued interest | $ 19,411 | |||||||||||||
Common stock | 11,983,170 | |||||||||||||
Issuance of common stock per share | $ 0.035 | |||||||||||||
Subsequent Event [Member] | Debt Conversions [Member] | Cavalry [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Aggregate principal amount | $ 300,000 | $ 100,000 | $ 114,000 | $ 300,000 | ||||||||||
Accrued interest | $ 16,639 | $ 5,583 | $ 4,623 | $ 16,083 | ||||||||||
Common stock | 9,046,826 | 3,016,667 | 3,389,238 | 9,030,953 | ||||||||||
Issuance of common stock per share | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | ||||||||||
Subsequent Event [Member] | Debt Conversions [Member] | Bellridge Capital LP., [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Aggregate principal amount | $ 206,000 | $ 286,000 | $ 228,000 | |||||||||||
Accrued interest | $ 5,720 | |||||||||||||
Common stock | 4,577,778 | 8,334,857 | 6,514,288 | |||||||||||
Issuance of common stock per share | $ 0.045 | $ 0.035 | $ 0.035 | |||||||||||
Subsequent Event [Member] | Debt Conversions [Member] | Mark Geist [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Aggregate principal amount | $ 28,600 | |||||||||||||
Accrued interest | $ 561 | |||||||||||||
Common stock | 833,172 | |||||||||||||
Issuance of common stock per share | $ 0.035 | |||||||||||||
Subsequent Event [Member] | Debt Repayments [Member] | ||||||||||||||
Subsequent Event (Textual) | ||||||||||||||
Aggregate principal amount | $ 286,000 | $ 286,000 | $ 172,000 | |||||||||||
Accrued interest | $ 1,033 | $ 1,033 | $ 669 |