Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | INNOVATIVE PAYMENT SOLUTIONS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 379,075,592 | |
Amendment Flag | false | |
Entity Central Index Key | 0001591913 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55648 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 33-1230229 | |
Entity Address, Address Line One | 56B 5th Avenue | |
Entity Address, Address Line Two | Lot 1 #AT | |
Entity Address, City or Town | Carmel By The Sea | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93921 | |
City Area Code | (866) | |
Local Phone Number | 477-4729 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 46,788 | $ 373,822 |
Receivable from equity method investment | 22,103 | |
Receivable on sale of subsidiary | 166,668 | |
Other current assets | 19,080 | 97,042 |
Assets held for sale | 807,263 | |
Total Current Assets | 254,639 | 1,278,127 |
Non-current assets | ||
Plant and equipment | 14,861 | 40,362 |
Intangible assets | 1,191,693 | 1,401,491 |
Receivable on sale of subsidiary | 64,768 | |
Security deposit | 19,800 | 32,592 |
Equity method investment | 306,839 | |
Investment | ||
Total Non-Current Assets | 1,597,961 | 1,474,445 |
Total Assets | 1,852,600 | 2,752,572 |
Current Liabilities | ||
Accounts payable | 1,387,412 | 727,922 |
Liabilities held for sale | 33,810 | |
Related party payables | 50,000 | |
Federal relief loans – current portion | 3,275 | |
Notes payable | 1,012,736 | 964,268 |
Convertible debt, net of unamortized discount of $463,104 and $0, respectively | 2,837,176 | 2,266,602 |
Derivative liability | 3,012,574 | 2,550,642 |
Total Current Liabilities | 8,303,173 | 6,543,244 |
Federal relief loans | 158,360 | 163,978 |
Total Non-Current Liabilities | 158,360 | 163,978 |
Total Liabilities | 8,461,533 | 6,707,222 |
Equity (Deficit) | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022. | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized, 379,075,592 and 376,901,679 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. | 37,908 | 37,690 |
Additional paid-in-capital | 49,200,624 | 48,405,921 |
Accumulated deficit | (55,847,465) | (52,399,858) |
Total equity (deficit) attributable to Innovative Payment Solutions, Inc. Stockholders | (6,608,933) | (3,956,247) |
Non-controlling interest | 1,597 | |
Total Equity (Deficit) | (6,608,933) | (3,954,650) |
Total Liabilities and Equity (Deficit) | $ 1,852,600 | $ 2,752,572 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible debt, net of unamortized discount (in Dollars) | $ 463,104 | $ 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 379,075,592 | 376,901,679 |
Common stock, shares outstanding | 379,075,592 | 376,901,679 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net Revenue | $ 5 | $ 438 | ||
Cost of Goods Sold | 284 | 2,369 | ||
Gross loss | (279) | (1,931) | ||
General and administrative | 1,057,631 | 769,054 | 2,007,578 | 1,620,580 |
Depreciation and amortization | 139,015 | 4,497 | 279,705 | 8,993 |
Total Expense | 1,196,646 | 773,551 | 2,287,283 | 1,629,573 |
Loss from Operations | (1,196,925) | (773,551) | (2,289,214) | (1,629,573) |
Loss on debt conversion | (18,478) | (18,478) | ||
Penalty on convertible notes | (719,558) | |||
Interest expense | (95,079) | (45,196) | (180,300) | (90,962) |
Amortization of debt discount | (88,687) | (111,654) | (263,200) | |
Derivative liability movements | (1,252,682) | (242,102) | (311,932) | (149,941) |
Loss before Income Taxes | (2,651,851) | (1,060,849) | (2,911,578) | (2,853,234) |
Income Taxes | ||||
Net Loss after income taxes | (2,651,851) | (1,060,849) | (2,911,578) | (2,853,234) |
Net loss from equity method investments | (1,381) | (1,381) | ||
Net loss from continuing operations | (2,653,232) | (1,060,849) | (2,912,959) | (2,853,234) |
Discontinued operations | ||||
Operating loss from discontinued operations | (25,561) | (26,483) | (40,821) | (44,344) |
Loss on disposal of subsidiary and investment | (495,424) | (495,424) | ||
Discontinued operations | (520,985) | (26,483) | (536,245) | (44,344) |
Net loss | (3,174,217) | (1,087,332) | (3,449,204) | (2,897,578) |
Net loss attributable to non-controlling interest | 12,977 | 1,597 | 21,729 | |
Net loss attributable to Innovative Payment Solutions, Inc., stockholders | $ (3,174,217) | $ (1,074,355) | $ (3,447,607) | $ (2,875,849) |
Basic and diluted loss per share | ||||
Continuing operations (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Discontinued operations (in Dollars per share) | 0 | 0 | 0 | 0 |
Basic and diluted loss per share total (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Weighted Average Number of Shares Outstanding – Basic (in Shares) | 377,905,023 | 367,901,679 | 377,403,351 | 367,901,679 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Continuing operations diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Discontinued operations diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding – Diluted (in Shares) | 377,905,023 | 367,901,679 | 377,403,351 | 367,901,679 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling shareholders interest | Total |
Balance at Dec. 31, 2021 | $ 36,790 | $ 45,771,012 | $ (42,111,701) | $ 35,211 | $ 3,731,312 | |
Balance (in Shares) at Dec. 31, 2021 | 367,901,679 | |||||
Stock based option expense | 94,466 | 94,466 | ||||
Restricted stock awards | 62,766 | 62,766 | ||||
Net loss | (1,801,494) | (8,752) | (1,810,246) | |||
Balance at Mar. 31, 2022 | $ 36,790 | 45,928,244 | (43,913,195) | 26,459 | 2,078,298 | |
Balance (in Shares) at Mar. 31, 2022 | 367,901,679 | |||||
Balance at Dec. 31, 2021 | $ 36,790 | 45,771,012 | (42,111,701) | 35,211 | 3,731,312 | |
Balance (in Shares) at Dec. 31, 2021 | 367,901,679 | |||||
Fair value of warrants issued for equity method investments | ||||||
Net loss | (2,897,578) | |||||
Balance at Jun. 30, 2022 | $ 36,790 | 46,085,472 | (44,987,550) | 23,135 | 1,157,847 | |
Balance (in Shares) at Jun. 30, 2022 | 367,901,679 | |||||
Balance at Mar. 31, 2022 | $ 36,790 | 45,928,244 | (43,913,195) | 26,459 | 2,078,298 | |
Balance (in Shares) at Mar. 31, 2022 | 367,901,679 | |||||
Contribution by minority shareholders | 9,653 | 9,653 | ||||
Stock based option expense | 94,462 | 94,462 | ||||
Restricted stock awards | 62,766 | 62,766 | ||||
Net loss | (1,074,355) | (12,977) | (1,087,332) | |||
Balance at Jun. 30, 2022 | $ 36,790 | 46,085,472 | (44,987,550) | 23,135 | 1,157,847 | |
Balance (in Shares) at Jun. 30, 2022 | 367,901,679 | |||||
Balance at Dec. 31, 2022 | $ 37,690 | 48,405,921 | (52,399,858) | 1,597 | (3,954,650) | |
Balance (in Shares) at Dec. 31, 2022 | 376,901,679 | |||||
Fair value of warrants issued to convertible debt holders | 251,856 | 251,856 | ||||
Stock based compensation | 130,671 | 130,671 | ||||
Net loss | (273,390) | (1,597) | (274,987) | |||
Balance at Mar. 31, 2023 | $ 37,690 | 48,788,448 | (52,673,248) | (3,847,110) | ||
Balance (in Shares) at Mar. 31, 2023 | 376,901,679 | |||||
Balance at Dec. 31, 2022 | $ 37,690 | 48,405,921 | (52,399,858) | 1,597 | (3,954,650) | |
Balance (in Shares) at Dec. 31, 2022 | 376,901,679 | |||||
Fair value of warrants issued for equity method investments | 108,220 | |||||
Net loss | (3,449,204) | |||||
Balance at Jun. 30, 2023 | $ 37,908 | 49,200,624 | (55,847,465) | (6,608,933) | ||
Balance (in Shares) at Jun. 30, 2023 | 379,075,592 | |||||
Balance at Mar. 31, 2023 | $ 37,690 | 48,788,448 | (52,673,248) | (3,847,110) | ||
Balance (in Shares) at Mar. 31, 2023 | 376,901,679 | |||||
Conversion of convertible debt | $ 218 | 43,260 | 43,478 | |||
Conversion of convertible debt (in Shares) | 2,173,913 | |||||
Fair value of warrants issued to convertible debt holders | 130,025 | 130,025 | ||||
Fair value of warrants issued for equity method investments | 108,220 | 108,220 | ||||
Stock based compensation | 130,671 | 130,671 | ||||
Net loss | (3,174,217) | (3,174,217) | ||||
Balance at Jun. 30, 2023 | $ 37,908 | $ 49,200,624 | $ (55,847,465) | $ (6,608,933) | ||
Balance (in Shares) at Jun. 30, 2023 | 379,075,592 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ (3,174,217) | $ (274,987) | $ (1,087,332) | $ (1,810,246) | $ (3,449,204) | $ (2,897,578) | |
Net loss from discontinued operations | 520,985 | 26,483 | 536,245 | 44,344 | |||
Net loss from continuing operations | (2,653,232) | (1,060,849) | (2,912,959) | (2,853,234) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Derivative liability movements | 311,932 | 149,941 | |||||
Depreciation | 279,705 | 8,993 | |||||
Amortization of debt discount | 111,654 | 263,200 | |||||
Loss on conversion of debt to equity | 18,478 | ||||||
Penalty on convertible debt | 719,558 | ||||||
Unrealized loss on equity method investments | 1,381 | ||||||
Stock based compensation | 261,342 | 314,460 | |||||
Changes in Assets and Liabilities | |||||||
Receivable from equity method investments | (22,103) | ||||||
Receivable from disposal of subsidiary | 18,570 | ||||||
Other current assets | 77,957 | 58,312 | |||||
Accounts payable and accrued expenses | 659,490 | (63,881) | |||||
Related party payables | 50,000 | ||||||
Interest accruals | 176,107 | 2,712 | |||||
Cash used in operating activities – continuing operations | (968,446) | (1,399,939) | |||||
Cash provided by (used in) operating activities – discontinued operations | 35,287 | (52,734) | |||||
CASH USED IN OPERATING ACTIVITIES | (933,159) | (1,452,673) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Investment in intangibles | (44,405) | (290,290) | |||||
Investment in equity method investment | (200,000) | ||||||
Net cash used in investing activities – continuing operations | (244,405) | (290,290) | |||||
Net cash used in investing activities – discontinued operations | (36,231) | (37,510) | |||||
CASH USED IN INVESTING ACTIVITIES | (280,636) | (327,800) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from convertible notes | 900,000 | ||||||
Repayment of convertible notes | (11,840) | (1,147,063) | |||||
Repayment of federal relief loans | (2,342) | ||||||
Net cash provided by (used in) financing activities – continuing operations | 885,818 | (1,147,063) | |||||
Net cash provided by financing activities – discontinued operations | 9,653 | ||||||
NET CASH PROVIDED BY (SUED IN) FINANCING ACTIVITIES | 885,818 | (1,137,410) | |||||
NET DECREASE IN CASH | (327,977) | (2,917,883) | |||||
Cash and cash included in assets held for sale at the beginning of the period | $ 374,765 | $ 5,449,751 | 374,765 | 5,449,751 | $ 5,449,751 | ||
CASH AT END OF PERIOD | 46,788 | 2,531,868 | 46,788 | 2,531,868 | 374,765 | ||
RECONCILIATION OF OPENING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS | |||||||
Cash | 373,822 | 5,367,551 | 373,822 | 5,367,551 | |||
Cash included in assets held for sale | 943 | 82,200 | 943 | 82,200 | |||
CASH AT THE BEGINNING OF THE PERIOD | 374,765 | 5,449,751 | 374,765 | 5,449,751 | |||
RECONCILIATION OF CLOSING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS | |||||||
Cash | 46,788 | 2,520,060 | 46,788 | 2,520,060 | 373,822 | ||
Cash included in assets held for sale | 11,808 | 11,808 | $ 943 | ||||
CASH AT THE END OF THE PERIOD | 46,788 | $ 2,531,868 | 46,788 | 2,531,868 | |||
CASH PAID FOR INTEREST AND TAXES: | |||||||
Cash paid for income taxes | |||||||
Cash paid for interest | 4,191 | 88,250 | |||||
NON CASH INVESTING AND FINANCING ACTIVITIES | |||||||
Fair value of warrants issued with convertible notes | 381,881 | ||||||
Conversion of convertible debt to equity | 25,000 | ||||||
Fair value of warrants issued for equity method investments | $ 108,220 | $ 108,220 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1 ORGANIZATION AND DESCRIPTION OF BUSINESS a) Organizational History On May 12, 2016, Innovative Payment Solutions, Inc., a Nevada corporation (“IPSI” or the “Company”) (originally formed on September 23, 2013 under the name “Asiya Pearls, Inc.”), 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 the Company (“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. On May 27, 2016, the Company’s name was changed from “Asiya Pearls, Inc.” to “QPAGOS”. 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 the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior to the Merger, which were exercisable for an aggregate of approximately 621,920 shares of Common Stock as of the date of the Merger. Prior to and as a condition to the closing of the Merger, a then-current holder of 500,000 shares of Common Stock agreed to return 497,500 shares of Common Stock held by such holder to the Company and such holder retained an aggregate of 2,500 shares of Common Stock. The other then stockholders of the Company retained 500,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 4,992,900 shares of Common Stock which represented approximately 91% of the outstanding Common Stock. The Merger was treated as a reverse acquisition of the Company, then 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 the Company was treated as the acquired entity for accounting and financial reporting purposes. Qpagos Corporation 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 June 1, 2016, the board of directors of the Company (the “Board”) changed the Company’s fiscal year end from October 31 to December 31. On November 1, 2019, the Company changed its corporate name from “QPAGOS” to “Innovative Payment Solutions, Inc.” Additionally, and 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 then outstanding 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, the Company 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 transactions contemplated by the SPA 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. As a result, the Company no longer has any business operations in Mexico and has retained its U.S. operations, currently based in Carmel By The Sea, California. b) Description of current business The Company’s flagship e-wallet, IPSIPay, is fully operational. IPSIPay, which is focused on individual customers, was fully launched in July 2022 after a soft launch in December 2021. Previously the Company intended to invest in physical kiosks where any payment processing could be undertaken by customers in person. The Company has shifted its business to focus solely on downloadable apps used via smartphones and other online payment processing solutions. IPSIPay Express On April 28, 2023, the Company formed a new company called IPSIPay Express LLC (“IPSIPay Express”). This entity was formed as a Delaware limited liability company joint venture with to develop and market a proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors. On June 19, 2023, the Company entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”) with Open Path and EfinityPay to jointly provide for the governance of and rights of the Members with respect to IPSIPay Express. The effective date of the Operating Agreement is April 28, 2023. IPSIPay Express was formed by the Members with the initial business purposes of providing credit card processing solutions and also a proprietary solution for real time bank-to-bank payment transactions in a manner that provides seamless and frictionless consumer and merchant experiences, with an initial focus on merchants operating in gaming and entertainment sectors. Such solutions are collectively referred to herein as “IPEX.” The Company has agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in the aggregate amount of up to $1,500,000 (the “IPSI Capital Contribution”). The Company will make the IPSIPay Capital Contribution in three tranches of $500,000 (each, a “Tranche”), or such lesser amounts as may be unanimously approved by the Board of Managers of IPSIPay Express. With the full funding of each Tranche, the Company will automatically receive an 11.11% membership interest in IPSIPay Express (or a pro rata portion thereof if less than a full Tranche is funded), and Open Path and EfinityPay’s percentage interest in IPSIPay Express will be reduced pro rata accordingly. Should the Company contribute the full IPSI Capital Contribution, the Members will each own one-third of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or shall be made by the following dates and in the following amounts: (i) $200,000 of the initial Tranche was paid by the Company on June 21, 2023; (ii) the $300,000 balance of the initial Tranche was paid on August 4, 2023; (iii) the second $500,000 Tranche shall be paid on or before September 15, 2023 and (iv) the third $500,000 Tranche shall be paid on or before October 31, 2023. Simultaneously with the funding of the initial Tranche, the Company will issue to each of Open Path and EfinityPay a five-year common stock purchase warrant (the “IPEX Warrant”) to purchase Ten Million shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the initial Tranche. The shares of Common Stock underlying the IPEX Warrant issued in connection with the funding of the initial Tranche will be pro-rated based on the amount of the initial Tranche. Simultaneously with the funding of the second and third Tranche, the Company will issue to each of Open Path and EfinityPay an additional IPEX Warrant to purchase Five Million shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the second and third Tranches. If the full IPSI Capital Contribution is funded, Open Path and EfinityPay will receive IPEX Warrants to purchase an aggregate of Forty Million shares of Common Stock. Frictionless Financial Technologies The Company acquired a 10% strategic interest in Frictionless Financial Technologies, Inc. (“Frictionless”) on June 22, 2021. Frictionless agreed to deliver to the Company, a live fully compliant financial payment Software as a Service solution for use by the Company as a digital payment platform (which was subsequently branded as IPSIPay) that enables payments within the United States and abroad, including Mexico, together with a service agreement providing a full suite of product services to facilitate the Company’s anticipated product offerings. The Company had an irrevocable right to acquire up to an additional 41% of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired. On August 26, 2021, the Company formed a new subsidiary, Beyond Fintech, Inc. (“Beyond Fintech”), in which it owns a 51% stake, with Frictionless owning the remaining 49%. Beyond Fintech acquired an exclusive license to a product known as Beyond Wallet, to further its objective of providing virtual payment services allowing U.S. persons to transfer funds to Mexico and other countries. On May 12, 2023, the Company entered into an Agreement with Frictionless (the “May 2023 Frictionless Agreement”) to unwind the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company; (ii) the warrant to purchase 30,000,000 shares of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled; (iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (the “Beyond Fintech Shares”); and (iv) the rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b) participate in future financings of Frictionless and (c) appoint a board member of Frictionless, were terminated. The consideration to the Company for the assignment of the Beyond Fintech Shares to Frictionless is $250,000, which will be paid by Frictionless exclusively in the form of 20% credits against invoices for work done by Frictionless for the Company for the 18 month period following the closing under the existing software services between the Company and Frictionless. |
Accounting Policies and Estimat
Accounting Policies and Estimates | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies and Estimates [Abstract] | |
ACCOUNTING POLICIES AND ESTIMATES | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and six months ended June 30, 2023 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2022, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. The entities included in the accompanying unaudited condensed consolidated financial statements are as follows: Innovative Payment Solutions, Inc. - Parent Company Beyond Fintech Inc., 51% owned. – Disposed on May 12, 2023 c) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of long-lived investments, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. d) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in the generation of continuing losses by 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 unaudited condensed 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. e) 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 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 f) Risks and Uncertainties The Company’s operations are and will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. These risks include, without limitation, risks associated with (i) launching and scaling the Company’s IPSIPay and IPSIPay Express products and the use by customers of such products, (ii) developing and implementing successful marketing campaigns and other strategic initiatives; (iii) competition, (iv) compliance with applicable laws, rules and regulations (including those related to fund remittance); (v) the Company’s outstanding indebtedness, including the Company’s ability to repay or extend the maturity of such indebtedness (see notes 11 and 12); (vi) inflation and other economic factors and (vii) the Company’s ability to obtain necessary financing. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. The Company’s results may also 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. Many of these risks are beyond the Company’s control and are unpredictable. The Company may be unable to adequately manage such risks and similar risks, which could impair the viability of the Company. g) Recent accounting pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended June 30, 2023. 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 Company’s condensed consolidated financial statements upon adoption. h) Reporting by Segment No segmental information is required as the Company only has one operating segment. i) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, the balance exceed the federally insured limit by $0 and $120,580, respectively. j) 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 June 30, 2023 and December 31, 2022. k) 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. l) 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 (not used in the Company’s current business) 7 years Computer equipment 3 years 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. m) 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. n) Revenue Recognition The Company’s revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue Recognition 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 minimal revenues of $438 and $0 for the six months ended June 30, 2023 and 2022, respectively. o) 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 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. p) Derivative Liabilities ASC Topic 815, Derivatives and hedging q) Income Taxes The Company is based in the U.S. and currently enacted U.S. 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 June 30, 2023 and December 31, 2022, there have been no interest or penalties incurred on income taxes. r) 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. The Company does not have any comprehensive income (loss) for the periods presented. |
Liquidity Matters and Going Con
Liquidity Matters and Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Liquidity Matters and Going Concern [Abstract] | |
LIQUIDITY MATTERS AND GOING CONCERN | 3 LIQUIDITY MATTERS AND GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the six months ended June 30, 2023 and the year ended December 31, 2022, the Company had a net loss of $3,447,607 and $10,331,424, respectively. In connection with preparing the unaudited condensed consolidated financial statements for the six months ended June 30, 2023, management evaluated the risks described in Note 2(f) above on the Company’s business and its future liquidity for the next twelve months from the date of issuance of these financial statements. The accompanying financial statements for the three and six months ended June 30, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing, as well as potentially launching and deriving cash from IPEX during 2023. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis (including as required to meet its funding obligations to IPSIPay Express), the Company will be required to delay, reduce the scope of or terminate the Company’s development and operations. Continuing as a going concern is dependent upon its ability to successfully secure other sources of financing and attain cash flow positive and profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company has determined that there currently is substantial doubt about their ability to continue as a going concern. |
Disposal of Investment in Frict
Disposal of Investment in Frictionless and Beyond Fintech | 6 Months Ended |
Jun. 30, 2023 | |
Disposal of Investment in Frictionless and Beyond Fintech [Abstract] | |
DISPOSAL OF INVESTMENT IN FRICTIONLESS AND BEYOND FINTECH | 4 DISPOSAL OF INVESTMENT IN FRICTIONLESS AND BEYOND FINTECH On May 12, 2023, the Company entered into the May 2023 Frictionless Agreement to unwind the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company (representing a 10% ownership interest in Frictionless); (ii) the warrant to purchase 30,000,000 shares of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled; (iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (representing a 51% ownership interest in Beyond Fintech) (the “Beyond Fintech Shares”); and (iv) the rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b) participate in future financings of Frictionless and (c) appoint a board member of Frictionless were terminated. The consideration to the Company for the assignment of the Beyond Fintech Shares to Frictionless is $250,000, which will be paid by Frictionless exclusively in the form of 20% credits against invoices for work done by Frictionless for the Company for the 18 month period following the closing under the existing software services between the Company and Frictionless. The May 2023 Frictionless Agreement has customary representations, indemnification and mutual release provisions. The closing of the transactions contemplated by the May 2023 Frictionless Agreement occurred on May 12, 2023. The assets and liabilities disposed of were as follows: Amount Assets Current Assets Cash $ 339 Non-current assets Intangible assets 327,211 Security deposit 15,000 Investment 500,000 842,211 Total assets 842,550 Liabilities Current Liabilities Accounts payable 97,126 Net assets sold 745,424 Proceeds due on disposal (250,000 ) Net loss on disposal $ 495,424 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | 5 DISCONTINUED OPERATIONS Effective May 12, 2023, the Company disposed of its investment in Beyond Fintech pursuant to the May 2023 Frictionless Agreement, as disclosed in note 4 above. The following assets and liabilities are reported as discontinued operations: December 31, 2022 Current assets Cash $ 943 Non-current assets Intangibles, net 291,320 Investment 500,000 Security deposit 15,000 Assets held for sale $ 807,263 Current liabilities Accounts payable $ 33,810 Liabilities held for sale $ 33,810 The statement of operations from discontinued operations is as follows: Three months Three months Six months Six months June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Net Revenue $ - $ - $ - $ - Cost of Goods Sold - - - - Gross loss - - - - General and administrative 25,561 26,483 40,821 44,344 Depreciation and amortization - - - - Total Expense 25,561 26,483 40,821 44,344 Loss from operations before income taxes (25,561 ) (26,483 ) (40,821 ) (44,344 ) Income Taxes - - - - Loss from discontinued operations, net of taxation $ (25,561 ) $ (26,483 ) $ (40,821 ) $ (44,344 ) |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2023 | |
Intangibles [Abstract] | |
INTANGIBLES | 6 INTANGIBLES On August 26, 2021, the Company formed Beyond Fintech to acquire a product known as Beyond Wallet from a third party for gross proceeds of $250,000, together with the logo, use of name and implementation of the product into the Company’s technology. The Company owned 51% of Beyond Fintech with the other 49% owned by Frictionless. During the year ended December 31, 2022 and the six months ended June 30, 2023, an additional $41,320 and $35,891, respectively, was spent on the software to further enhance the Beyond Wallet product offering. On May 12, 2023, Beyond Fintech was sold to Frictionless (see note 4 above). During the year ended December 31, 2021, the Company paid gross proceeds of $375,000 to Frictionless for the development of the IPSIPay wallet, and during the year ended December 31, 2022 and the six months ended June 30, 2023, an additional $1,127,400 and $44,405, respectively, was incurred by the Company to facilitate the functioning of the IPSIPay software in the cloud environment. June 30, December 31, Cost Accumulated Net Book Net book Purchased Technology - IPSIPay $ 1,546,805 $ (355,112 ) $ 1,191,693 $ 1,401,491 Amortization expense was $128,348 and $0 for the three months ended June 30, 2023 and 2022, respectively, and $254,204 and $0 for the six months ended June 30, 2023, respectively. |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investment [Abstract] | |
EQUITY METHOD INVESTMENT | 7 EQUITY METHOD INVESTMENT On April 28, 2023, the Company formed IPSIPay Express with OpenPath and EFinityPay (see note 1(b) above). As described in note 1(b), the Company has agreed to make the IPSI Capital Contributions to IPSIPay Express. As of June 30, 2023, $200,000 of the initial Tranche of such capital contributions was paid by the Company to or on behalf of IPSIPay Express. The Company accounts for its investment in IPSIPay Express in accordance with ASC 323, Investments – Equity Method and Joint Ventures, June 30, Cash contribution to IPSIPay Express $ 200,000 Fair value of warrants issued to third party joint venture partners 108,220 308,220 Equity loss from joint venture (1,381 ) $ 306,839 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments [Abstract] | |
INVESTMENTS | 8 INVESTMENTS Investment in Frictionless Financial Technologies Inc. On May 12, 2023, the Company assigned to Frictionless all common stock of Frictionless owned by the Company (representing a 10% ownership interest in Frictionless). refer Note 4 above. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | 9 LEASES On March 22, 2021, the Company entered into a real property lease for an office located at 56B 5 th The Company applied the practical expedient whereby operating leases with a duration of twelve months or less are expensed as incurred. Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Six months Six months Operating lease expense $ 30,528 $ 28,800 Other lease information: Six months Six months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (30,528 ) $ (28,800 ) Remaining lease term – operating lease Monthly Monthly |
Federal Relief Loans
Federal Relief Loans | 6 Months Ended |
Jun. 30, 2023 | |
Federal Relief Loans [Abstract] | |
FEDERAL RELIEF LOANS | 10 FEDERAL RELIEF LOANS 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 Company has repaid an aggregate principal amount of $2,342 and interest of $2,775 as of June 30, 2023. The loan balance outstanding as of June 30, 2023, consists of principal of $147,656 and accrued interest thereon of $13,978, of which $3,275 is disclosed as current. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 11 NOTES PAYABLE On February 16, 2021, the Company entered into separate Securities Purchase Agreements (the “Cavalry/Mercer SPAs”), with each of Cavalry Fund I LP (“Cavalry”) and Mercer Street Global Opportunity Fund, LLC (“Mercer”), pursuant to which the Company received $500,500 and $500,500 from Cavalry and Mercer, respectively, in exchange for the issuance of: (i) Original Issue Discount 12.5% Convertible Notes (the “Cavalry/Mercer Notes”) in the principal amount of $572,000 to each of Cavalry and Mercer; and (ii) five-year warrants (the “Original Cavalry/Mercer Warrants”) issued to each of Cavalry and Mercer to purchase 2,486,957 shares of Common Stock at an exercise price of $0.24 per share. In connection with the December 30, 2022 Note Amendment Transaction, described in more detail in Note 12 below, the Original Cavalry/Mercer Warrants were irrevocably exchanged for 12-month non-convertible promissory notes in the amount of $482,000 (the “Exchange Notes”) to each of Cavalry and Mercer. This exchange caused the cancellation of the Original Cavalry/Mercer Warrants for all purposes. The Company accounted for the aggregate value of the notes issued of $964,000, less the fair value of the Original Cavalry/Mercer Warrants exchanged for these notes of $43,608, totaling $920,392 as a component of the loss on convertible debt. The Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%). The Company shall have the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue 51,901,711 shares of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations under each of the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for future issuance. Notes payable to Cavalry and Mercer at June 30, 2023 consists of the following: Description Interest Maturity Principal Accrued June 30, December 31, net Cavalry Fund I LP 10 % December 30, 2023 482,000 24,368 506,368 482,134 Mercer Street Global Opportunity Fund, LLC 10 % December 30, 2023 482,000 24,368 506,368 482,134 Total convertible notes payable $ 964,000 $ 48,736 $ 1,012,736 $ 964,268 Interest expense totaled $24,368 and $0 for the three months ended June 30, 2023 and 2022, respectively, and $48,468 and $0 for the six months ended June 30, 2023 and 2022, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 12 CONVERTIBLE NOTES PAYABLE December 2022 Note Amendment Transaction The Company twice extended its indebtedness to each Cavalry and Mercer. On February 3, 2022, the Company agreed to extend the maturity date of the Cavalry/Mercer Notes to August 16, 2022. Additionally, on August 30, 2022, the Company entered agreements for an additional maturity date extension to November 16, 2022. In consideration for the second extension, the Company agreed to (i) increase the principal amount outstanding and due to Cavalry and Mercer under the Cavalry/Mercer Notes by twenty percent (20%) and (ii) issue to each of Cavalry and Mercer a new five-year warrant (each, an “Extension Warrant”) to purchase an additional 3,000,000 shares of Common Stock at an exercise price of $0.15 per share. The Extension Warrant contains the same terms and provisions in all material respects as the Original Warrants, except for difference in exercise price. On December 30, 2022, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to December 30, 2023. Each of Cavalry and Mercer entered into Note Amendment Letter Agreement with the Company (the “Note Amendment”) pursuant to which the parties agreed to the following: (1) The conversion price of the Cavalry/Mercer Notes was reduced from $0.15 to $0.0115 per share (such reduced conversion price being the current conversion price of the Notes give the passage of the November 16, 2022 maturity date of the Cavalry/Mercer Notes). As a result of this change in conversion price, under the existing terms of the Cavalry/Mercer Notes, the 3,000,000 shares of Common Stock underlying the Extension Warrants was increased to 39,130,435 shares; (2) The Original Warrants issued on February 16, 2021 were irrevocably exchanged for 12-month non-convertible promissory notes in the amount of $482,000 (the “Exchange Notes”). This exchange caused the cancellation of the Original Warrants for all purposes. The Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%). The Company shall have the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue 51,901,711 shares of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations under each of the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for future issuance; (3) Each of Cavalry and Mercer agreed (i) not to convert all or any portion of the Cavalry/Mercer Notes until after March 30, 2023 and (ii) waive any events of default under the Cavalry/Mercer Notes and the Cavalry/Mercer SPAs; (4) Certain other warrants held by Cavalry and Mercer which contain a mandatory exercise provision allowing us to force exercise of such warrants if the price of the Common Stock is $0.06 per share or above were amended effective December 30, 2022 to reduce such forced exercise price to $0.04 per share; and (5) The Company was obligated to register the shares of Common Stock underlying the Cavalry/Mercer Notes and the shares underlying all warrants held by Cavalry and Mercer for resale with the Securities and Exchange Commission and the Company filed the registration statement to satisfy such registration obligation. The parties also acknowledged that the principal and accrued interest under the Cavalry/Mercer Notes as of December 28, 2022 is equal to an aggregate of $2,264,784, or $1,132,392 for each of Cavalry and Mercer. In addition, as a result of the reduction in the conversion price of the Cavalry/Mercer Notes, certain other warrants held by third parties have their exercise price of such warrants reduced to $0.0115 per share. All of the shares of our Common Stock underlying the Cavalry/Mercer Notes as amended and all warrants held by Cavalry and Mercer as adjusted were registered for resale pursuant to a registration statement that was declared effective on February 6, 2023. The amendments to the Cavalry/Mercer Notes were evaluated in terms of ASC470, Debt, to determine if the amendments to the Cavalry/Mercer Notes were considered a modification of the debt or an extinguishment of the debt. Based on the penalty interest incurred on the convertible notes of $836,414, the reduction in the conversion price of the Cavalry/Mercer Notes from $0.15 to $0.0115 per share, which was valued at $1,499,577 using a Black-Scholes valuation model, the issuance of additional warrants to the Cavalry and Mercer valued at $238,182 using a Black-Scholes valuation model and the conversion of certain warrants held by Cavalry and Mercer to notes payable, resulting in an additional charge of $920,392, consisting of a mark-to-market warrant cost of $(43,608) and the value of the notes of $964,000 (see note 11 above) and the value of full rachet provisions of certain of the warrants issued to the Cavalry and Mercer amounting to $841,003 (see note 14 below), the amendment of the Cavalry/Mercer Notes was determined to be a debt extinguishment. Convertible notes payable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, December 31, Cavalry Fund I LP 10.00 % December 30, 2023 1,066,754 96,147 - 1,162,901 1,133,301 Mercer Street Global Opportunity Fund, LLC 10.00 % December 30, 2023 1,091,754 96,438 - 1,188,192 1,133,301 Quick Capital, LLC 8.00 % December 20, 2023 62,857 138 (44,340 ) 18,655 - 1800 Diagonal Street Lending, LLC* 13.00 % May 10, 2024 105,480 708 (90,782 ) 15,406 - 17.33 % March 13, 2024 62,700 506 (58,810 ) 4,396 - 2023 convertible notes 8.00 % February 13, 2024 700,000 16,798 (269,172 ) 447,626 - Total convertible notes payable $ 3,089,545 $ 210,735 $ (463,104 ) $ 2,837,176 $ 2,266,602 * These notes were repaid on August 3, 2023. See note 18. Interest expense totaled $69,320 and $43,793 for the three months ended June 30, 2023 and 2022, respectively, and $129,057 and $88,172 for the six months ended June 30, 2023 and 2022, respectively. Amortization of debt discount totaled $88,687 and $0 for the three months ended June 30, 2023 and 2022, respectively, and $111,654 and $263,200 for the six months ended June 30, 2023 and 2022, respectively. The Cavalry, Mercer and 1800 Diagonal Street 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. Cavalry Fund LLP 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 was 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. As described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022 and again to December 30, 2023. In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding and due to Cavalry by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 3,000,000 shares of Common Stock at an exercise price of $0.15 per share. In consideration of the December 30, 2022 extension, the Company agreed to the following terms; (i) the conversion price of the Note was reduced from $0.15 to $0.0115 per share; (ii) Cavalry agreed (a) not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA; (iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held by Cavalry for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration obligation. On May 19, 2023, Cavalry converted $25,000 of principal into 2,173,913 shares of Common Stock at a conversion price of $0.0115 per share realizing a loss on conversion of $18,478. The balance of the Cavalry Note plus accrued interest at June 30, 2023 was $1,162,901. Mercer Street Global Opportunity Fund, LLC 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. As described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022 and again to December 30, 2023. In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding and due to Mercer by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 3,000,000 shares of Common Stock at an exercise price of $0.15 per share. In consideration of the December 30, 2022 extension, the Company agreed to the following terms; (i) the conversion price of the Note was reduced from $0.15 to $0.0115 per share; (ii) Mercer agreed (a) not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA; (iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held by Mercer for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration obligation. The balance of the Mercer Note plus accrued interest at June 30, 2023 was $1,188,192. Quick Capital, LLC On June 20, 2023, the Company closed a transaction with Quick Capital, LLC pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $12,857 in exchange for the issuance of a $62,857 Convertible Note, bearing interest at 8% per annum, which interest is earned on issuance of the note, and maturing on December 20, 2023. The Note is convertible into shares of Common Stock at an initial conversion price of $0.0115 per share, in addition, the Company issued a warrant exercisable for 5,465,826 shares of Common Stock at an initial exercise price of $0.0115 per share. The balance of the Quick Capital Note plus accrued interest at June 30, 2023 was $18,655, net of unamortized debt discount of $44,340. 1800 Diagonal Street Lending LLC ● On May 10, 2023, the Company closed a transaction with 1800 Diagonal Street Lending LLC (“1800 Diagonal”) pursuant to which the Company received net proceeds of $100,000, after an original issue discount and fees of $17,320 in exchange for the issuance of a $117,320 Convertible Note (the “May 1800 Diagonal Note”), bearing interest at 13% per annum, which interest is earned on issuance of the note, and maturing on May 10, 2024. The May 1800 Diagonal Note was convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. The balance of the May 1800 Diagonal Note plus accrued interest at June 30, 2023 was $15,406, net of unamortized debt discount of $90,782. ● On June 13 2023, the Company closed a transaction with 1800 Diagonal, pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $12,700 in exchange for the issuance of a $62,700 Convertible Note (the “June 1800 Diagonal Note”), bearing interest at 17.33% per annum, which interest is earned on issuance of the note, and maturing on March 13, 2024. The June 1800 Diagonal Note was convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. The balance of the June 1800 Diagonal Note plus accrued interest at June 30, 2023 was $4,396, net of unamortized debt discount of $58,810. The two 1800 Diagonal Notes were repaid by the Company on August 3, 2023 (see note 18). 2023 Convertible Notes Between February 13, 2023 and June 21, 2023, the Company entered into Securities Purchase Agreements with 12 accredited investors, pursuant to which the Company received an aggregate of $700,000 in gross proceeds in a private placement through the issuance of: ● Convertible Promissory Notes (the “2023 Notes” and each a “2023 Note”); and ● five-year warrants (the “2023 Warrants”) to purchase an aggregate 66,335,391 shares of Common Stock at an exercise price of $0.0115 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes mature in 12 months, bear interest at a rate of 8% per annum, and are convertible into shares of Common Stock at a conversion price of $0.0115 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes may be prepaid at any time without penalty. The Company is under no obligation to register the shares of Common Stock underlying the Notes or the 2023 Warrants for public resale. The 2023 Notes and the 2023 Warrants contain conversion limitations providing that a holder thereof may not convert the 2023 Notes or exercise the 2023 Warrants to the extent that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice. The balance of the 2023 Notes plus accrued interest at June 30, 2023 was $447,626, net of unamortized debt discount of $269,172. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | 13 DERIVATIVE LIABILITY The convertible notes and warrants issued by the Company to Cavalry, Mercer and 1800 Diagonal as described herein 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. On December 30, 2022, the Company entered into the December 2022 Note Amendment transaction (“the Note Amendment”) as fully described under note 11 above. Included in the derivative liability is: (i) the Original Warrants which were exchanged for non-convertible promissory notes, (ii) the Cavalry and Mercer convertible notes which were subject to the Note Amendment and (ii) the Cavalry and Mercer Extension Warrants as well as certain other warrants due to Cavalry and Mercer and certain other warrant holders. The Note Amendment triggered a repricing of certain of these warrants. The derivative liability on the Cavalry and Mercer convertible notes and the warrants affected by the note amendment were marked-to-market immediately prior to the Note Amendment resulting in a market to market movement on the original warrants, the convertible notes and the extension warrants and certain other warrants, which were subject to a full rachet provision, of $474,614. In addition, the Note and warrant Amendment gave rise to an additional derivative liability charge of $2,317,051 which was recorded as an expense in the loss on convertible notes charge in the statement of operations. On May 10, 2023 and June 13, 2023, the Company entered into convertible note agreements with 1800 Diagonal which 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, which gave rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $360,491 but limited to the cash value of the convertible notes of $150,000, using a Black-Scholes valuation model. The net movement on the derivative liability for the three months ended June 30, 2023 was a net mark-to-market charge of $1,252,682 and for the six months ended June 30, 2023 was a net market charge of $311,932, determined by using a Black-Scholes valuation model. The following assumptions were used in the Black-Scholes valuation model: Six months Year ended Conversion price $ 0.0048 to $0.0115 $ 0.0115 to $0.15 Risk free interest rate 3.60 to 5.48 % 0.79 to 4.73 % Expected life of derivative liability 9 to 50 months 1.5 to 59 months Expected volatility of underlying stock 158.72 to 192.53 % 120.49 to 258.3 % Expected dividend rate 0 % 0 % The movement in derivative liability is as follows: June 30, December 31, Opening balance $ 2,550,642 $ 407,161 Derivative financial liability arising from convertible note and warrants 150,000 238,182 Derivative financial liability arising on note amendment included in loss on convertible notes - 2,317,051 Fair value adjustment to derivative liability 311,932 (411,752 ) $ 3,012,574 $ 2,550,642 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 14 STOCKHOLDERS’ EQUITY a. Common Stock The Company has total authorized Common Stock of 750,000,000 shares with a par value of $0.0001 each. The Company had 379,075,592 and 376,901,679 shares of Common Stock issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. On May 19, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 2,173,913 shares of Common Stock for the conversion of $25,000 of convertible debt, refer Note 11 above. b. Restricted stock awards A summary of restricted stock activity during the period January 1, 2022 to June 30, 2023 is as follows: Total Weighted Total Weighted Total vested Weighted Outstanding January 1, 2022 21,495,000 $ 0.049 10,247,500 $ 0.049 11,247,500 $ 0.049 Granted and issued 2,000,000 0.055 - - 2,000,000 0.055 Forfeited/Cancelled - - - - - - Vested - - (5,123,750 ) (0.049 ) 5,123,750 0.049 Outstanding December 31, 2022 23,495,000 $ 0.050 5,123,750 $ 0.049 18,371,250 $ 0.050 Granted and issued - - - - - - Forfeited/Cancelled - - - - - - Vested - - (5,123,750 ) (0.049 ) 5,123,750 0.049 Outstanding June 30, 2023 23,495,000 $ 0.050 - $ 0.049 23,495,000 $ 0.050 The restricted stock granted, issued and exercisable at June 30, 2023 is as follows: Restricted Stock Grant date Price Number Granted Weighted Average Fair Value per Share $0.049 20,495,000 $ 0.049 $0.050 1,000,000 0.050 $0.055 2,000,000 0.055 23,495,000 $ 0.050 The Company has recorded an expense of $0 and $62,766 for the three months ended June 30, 2023 and 2022, respectively, and $0 and $125,532 for the six months ended June 30, 2023 and 2022, respectively. c. Preferred Stock The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized. No preferred stock was issued and outstanding as of June 30, 2023 and December 31, 2022. d. Warrants Effective July 8, 2022 (the “Effective Date”), the Company entered into an Endorsement Agreement with Pez-Mar, Inc., a California corporation (“Pez-Mar”), to furnish the services of Mario Lopez (“Lopez”). Pursuant to the Endorsement Agreement, Lopez will act as a Company spokesperson in connection with the promotion, advertisement and endorsement of the Company’s physical and virtual payment processing and money remittance business and the Company’s related products and services. The Endorsement Agreement has a term of two (2) years from the Effective Date (the “Term”), which is subject to earlier termination on customary terms and conditions. The parties have agreed to certain deliverables of Lopez during the term of the agreement, including with respect to social media posts, television commercials, interviews and photo shoots. The Endorsement Agreement also contains other customary terms, covenants and conditions, including representations and warranties, restrictions on endorsements of competitive products during the term of the agreement, confidentiality, indemnification, and Pez-Mar and Lopez’s independent contractor status. As compensation for the services provided under the Endorsement Agreement, Lopez or their designees are entitled to the following payments: (i) a cash endorsement fee of Three Hundred Thousand U.S. Dollars ($300,000 USD), payable as follows: (i) One Hundred Twenty-Five Thousand Dollars ($125,000) upon execution of the Endorsement Agreement, (ii) One Hundred Twenty-Five Thousand Dollars ($125,000) quarterly during the Term, beginning on the 90 th On August 30, 2022, the Company extended the maturity date of the Cavalry/Mercer Notes and agreed to grant each note holder a warrant exercisable for 3,000,000 shares of Common Stock at an exercise price of $0.15 per share with an expiration date of August 30, 2027. On December 30, 2022, the Company issued to Frictionless a 5 year warrant to purchase 30,000,000 shares of Common Stock at an exercise price of $0.0115 per share as disclosed in note 5 above. The fair value of these warrants was $348,938 determined by using a Black-Scholes valuation model, which fair value was capitalized to purchased technology on the date of grant. On May 12, 2023, the Company entered into an agreement to cancel this warrant (see note 1(b)). On December 30, 2022, the Company entered into the December 2022 Note Amendment Transaction, as fully described in note 9 above. In terms of the Note Amendment Transaction the following occurred: ● The warrants issued to Cavalry and Mercer exercisable for 4,973,914 shares of Common Stock (2,486,957 for each of Cavalry and Mercer), were exchanged for two promissory notes of $482,000 each, as disclosed in note 8 above; ● The warrants issued to Cavalry and Mercer on August 30, 2022, were subject to repricing and a full rachet increase in the number of warrants issued, resulting in an increase in the number of warrants by 72,260,870 (36,130,435 to each Cavalry and Mercer) and a reset of the exercise price to $0.0115 per share. The additional warrants were valued at $841,003 using a Black-Scholes valuation model and was expensed in the statement of operations as a component of the loss on convertible debt. ● An additional 13,736,857 warrants previously issued to Mercer, Iroquois Master Fund and Bellridge Capital LP were subject to repricing of the exercise price from a range of $0.05 to $0.15 per share to $0.0115 per share. The change in the fair value of these warrants of $20,079, using a Black-Scholes valuation model was recorded as a component of the loss on convertible debt. Between February 13, 2023 and June 21, 2023, the Company entered into Securities Purchase Agreements with 14 accredited investors, as disclosed in note 11 above. In terms of these Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate 66,335,391 shares of the Common Stock at an exercise price of $0.0115 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the 2023 Notes or the 2023 Warrants for public resale. The 2023 Warrants contain conversion limitations providing that a holder thereof may not exercise the Warrants to the extent that, if after giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61 st In connection with the formation of IPSIPay Express, the Company has agreed to issue the other venture partners, Open Path and EfinityPay, IPEX Warrants to purchase Ten Million shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the initial Tranche. The shares of Common Stock underlying the IPEX Warrant issued in connection with the funding of the initial Tranche will be pro-rated based on the amount of the initial Tranche. Simultaneously with the funding of the second and third Tranche, the Company will issue to each of Open Path and EfinityPay an additional IPEX Warrant to purchase Five Million shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the second and third Tranches. If the full IPSI Capital Contribution is funded, Open Path and EfinityPay will receive IPEX Warrants to purchase an aggregate of Forty Million shares of Common Stock. See note 1(b) above. On June 22, 2023, in conjunction with the funding of the initial Tranche, the Company issued to each of Open Path and EfinityPay, IPEX Warrants exercisable for four million shares of Common Stock at an exercise price of $0.015 per share. The fair value of the warrants granted and issued, as described above, were determined by using a Black Scholes valuation model using the following assumptions: Six months Exercise price $ 0.0115 Risk free interest rate 3.77 to 4.16 % Expected life 5 years Expected volatility of underlying stock 187.40 to 189.37 % Expected dividend rate 0 % A summary of warrant activity during the period January 1, 2022 to June 30, 2023 is as follows: Shares Exercise Weighted Outstanding January 1, 2022 37,304,105 $ 0.05 – 0.1875 $ 0.12 Granted 51,000,000 0.0115 – 0.0345 0.01826 Increase in warrants due to debt amendment full rachet trigger 72,260,870 0.0115 0.0115 Cancelled on debt amendment (4,973,914 ) 0.15 0.1500 Exercised - - - Outstanding December 31, 2022 155,591,061 $ 0.0115 – 0.1875 $ 0.0300 Granted 74,335,391 0.0115 0.0115 Forfeited (1,000,000 ) 0.05 0.05 Cancelled on disposal of investment in Frictionless and Beyond Fintech (30,000,000 ) 0.0115 0.0115 Exercised - - - Outstanding June 30, 2023 198,926,452 $ 0.0115 – 0.1875 $ 0.0259 The warrants outstanding and exercisable at June 30, 2023 are as follows: Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted Weighted $ 0.0115 158,333,118 4.27 158,333,118 4.27 $ 0.0345 15,000,000 2.02 11,250,000 2.02 0.015 8,000,000 4.98 8,000,000 4.98 $ 0.15 15,166,667 2.72 15,166,667 2.72 $ 0.1875 2,426,667 2.72 2,426,667 2.72 198,926,452 3.99 $ 0.0259 195,176,452 $ 0.0259 3.99 The warrants outstanding have an intrinsic value of $395,833 and $0 as of June 30, 2023 and 2022, 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 or a committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan. The maximum number of securities available under the Plan is 800,000 shares of Common Stock. The maximum number of shares of Common Stock awarded to any individual during any fiscal year may not exceed 100,000 shares of Common Stock. On October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031. The 2021 Plan is administered by the Board or a Compensation Committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan. The maximum number of securities available under the 2021 Plan is 53,000,000 shares of Common Stock. Under the 2021 Plan the Company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards. On July 11, 2022, the Board approved, granted and issued 15,000,000 ten-year incentive stock options, with immediate vesting, to the Company’s Chairman and Chief Executive Officer at an exercise price of $0.15 per share. This resulted in an immediate expense of $823,854 for the year ended December 31, 2022. On September 13, 2022, the Company granted ten-year options exercisable for 200,000 shares of Common Stock, with immediate vesting, to each of its four non-executive directors, totaling options exercisable for 800,000 shares of Common Stock at an exercise price of $0.04 per share. This resulted in an immediate expense of $31,970 for the year ended December 31, 2022. A summary of option activity during the period January 1, 2022 to June 30, 2023 is as follows: Shares Exercise Weighted Outstanding January 1, 2022 30,516,666 $0.15 to 0.40 $ 0.15 Granted 15,800,000 0.04 – 0.15 0.14 Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2022 46,316,666 $0.04 to 0.40 $ 0.15 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding June 30, 2023 46,316,666 $0.04 to 0.40 $ 0.15 The options outstanding and exercisable at June 30, 2023 are as follows: Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted Weighted $ 0.04 800,000 9.21 800,000 9.21 $ 0.15 45,208,333 8.44 39,375,000 8.48 $ 0.24 208,333 7.65 208,333 7.65 $ 0.40 100,000 5.50 100,000 5.50 46,316,666 8.44 $ 0.15 40,483,333 $ 0.15 8.49 The options outstanding have an intrinsic value of $0 as of June 30, 2023 and 2022. The option expense was $94,465 and $94,462 for the three months ended June 30, 2023 and 2022, respectively, and $188,928 and $188,928 for the six months ended June 30, 2023 and 2022, respectively. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | 15 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number of shares of Common Stock 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 Stock that have an anti-dilutive effect on net loss per share. For the three months and six months ended June 30, 2023 and 2022 all warrants, options and convertible debt securities were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the three and six months ended June 30, 2023 and 2022 are as follows: Three and Three and Convertible debt 300,483,314 11,979,811 Stock options 46,316,666 30,516,666 Warrants to purchase shares of Common Stock 198.926,452 37,304,104 545,726,432 79,800,582 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 16 RELATED PARTY TRANSACTIONS The following transactions were entered into with related parties: James Fuller On September 13, 2022, the Company granted Mr. Fuller ten-year options exercisable for 200,000 shares of Common Stock at an exercise price of $0.04 per share. The option expense for Mr. Fuller was $0 for the three months ended June 30, 2023 and 2022, and $0 for the six months ended June 30, 2023 and 2022. Mr. Fuller voluntarily resigned as a member of the Board of Directors effective as of our 2022 annual meeting of shareholders which occurred on November 3, 2022. William Corbett On July 11, 2022, the Company granted Mr. Corbett ten-year options exercisable for 15,000,000 shares of Common Stock at an exercise price of $0.15 per share. On June 21, 2023, Mr. Corbett advanced the company $50,000 to cover certain working capital expenses, the advance is short term in nature, bears no interest and has no fixed repayment terms. The option expense for Mr. Corbett was $66,587 for the three months ended June 30, 2023 and 2022, and $133,174 for the six months ended June 30, 2023 and 2022. Clifford Henry Mr. Henry has an oral consulting arrangement with the Company whereby he is paid $3,500 per month for financial and capital markets advice. This consulting agreement commenced in May, 2021 and was approved and ratified by the Board in March 2022. This consulting agreement and related payments were terminated in September 2022. On September 13, 2022, the Company granted Mr. Henry, immediately vesting, ten-year options exercisable for 200,000 shares of Common Stock at an exercise price of $0.04 per share, valued at $7,993 using a Black Scholes valuation model. The option expense for Mr. Henry was $0 for the three months ended June 30, 2023 and 2022, and $0 for the six months ended June 30, 2023 and 2022. Madisson Corbett On September 13, 2022, the Company granted Ms. Corbett, immediately vesting, ten-year options exercisable for 200,000 shares of Common Stock at an exercise price of $0.04 per share, valued at $7,993 using a Black Scholes valuation model. The option expense for Ms. Corbett was $0 for the three months ended June 30, 2023 and 2022, and $0 for the six months ended June 30, 2023 and 2022. David Rios On September 13, 2022, the Company granted Mr. Rios, immediately vesting, ten-year options exercisable for 200,000 shares of Common Stock at an exercise price of $0.04 per share, valued at $7,993 using a Black Scholes valuation model. The option expense for Mr. Rios was $0 for the three months ended June 30, 2023 and 2022, and $0 for the six months ended June 30, 2023 and 2022. Richard Rosenblum On July 11, 2022, the Company granted Mr. Rosenblum 2,000,000 restricted shares of Common Stock valued at $110,000, all of which are vested. The option expense for Mr. Rosenblum was $27,879 for the three months ended June 30, 2023 and 2022, and $55,758 for the six months ended June 30, 2023 and 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17 COMMITMENTS AND CONTINGENCIES The Company has notes payable and convertible notes payable, disclosed under notes 11 and 12 above, which mature between December 30, 2023 and June 21, 2024. The Company may settle the notes payable, at its option by the issue of common shares and should the convertible notes not be converted to Common Stock prior to their maturity dates, the Company may need to repay the principal and interest outstanding on these notes. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18 SUBSEQUENT EVENTS Between July 18, 2023 and August 4, 2023, the Company, entered into Securities Purchase Agreements with 8 accredited investors, pursuant to which the Company received an aggregate of $576,666 in gross proceeds through a private placement issuance of additional 2023 Notes and additional 2023 Warrants to purchase an aggregate 50,144,870 shares of Common Stock at an exercise price of $0.0115 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). On August 4, 2023, the Company made an IPSI Capital Contribution of $300,000 to IPSIPay Express, thereby completing its initial Trance contribution (see note 7). With the funding of its initial $500,000 capital contribution to IPSIPay Express, the Company received an 11.11% interest equity interest in IPSIPay Express. Such equity interest will increase to 33.33% upon the funding of next two $500,000 Tranches. On August 3, 2023, the Company settled in full, the outstanding convertible notes owing to 1800 Diagonal, in the principal amount of $168,180 for gross proceeds of $160,000. Other than the above, the Company has evaluated subsequent events through the date the financial statements were issued, and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies and Estimates [Abstract] | |
Basis of Presentation | a) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and six months ended June 30, 2023 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2022, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Principles of Consolidation | b) Principles of Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. The entities included in the accompanying unaudited condensed consolidated financial statements are as follows: Innovative Payment Solutions, Inc. - Parent Company Beyond Fintech Inc., 51% owned. – Disposed on May 12, 2023 |
Use of Estimates | c) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of long-lived investments, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Contingencies | d) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in the generation of continuing losses by 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 unaudited condensed 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 | e) 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 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 | f) Risks and Uncertainties The Company’s operations are and will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. These risks include, without limitation, risks associated with (i) launching and scaling the Company’s IPSIPay and IPSIPay Express products and the use by customers of such products, (ii) developing and implementing successful marketing campaigns and other strategic initiatives; (iii) competition, (iv) compliance with applicable laws, rules and regulations (including those related to fund remittance); (v) the Company’s outstanding indebtedness, including the Company’s ability to repay or extend the maturity of such indebtedness (see notes 11 and 12); (vi) inflation and other economic factors and (vii) the Company’s ability to obtain necessary financing. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. The Company’s results may also 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. Many of these risks are beyond the Company’s control and are unpredictable. The Company may be unable to adequately manage such risks and similar risks, which could impair the viability of the Company. |
Recent accounting pronouncements | g) Recent accounting pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended June 30, 2023. 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 Company’s condensed consolidated financial statements upon adoption. |
Reporting by Segment | h) Reporting by Segment No segmental information is required as the Company only has one operating segment. |
Cash and Cash Equivalents | i) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, the balance exceed the federally insured limit by $0 and $120,580, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | j) 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 June 30, 2023 and December 31, 2022. |
Investments | k) 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. |
Plant and Equipment | l) 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 (not used in the Company’s current business) 7 years Computer equipment 3 years 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 | m) 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 | n) Revenue Recognition The Company’s revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue Recognition 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 minimal revenues of $438 and $0 for the six months ended June 30, 2023 and 2022, respectively. |
Share-Based Payment Arrangements | o) 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 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 | p) Derivative Liabilities ASC Topic 815, Derivatives and hedging |
Income Taxes | q) Income Taxes The Company is based in the U.S. and currently enacted U.S. 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 June 30, 2023 and December 31, 2022, there have been no interest or penalties incurred on income taxes. |
Comprehensive income | r) 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. The Company does not have any comprehensive income (loss) for the periods presented. |
Accounting Policies and Estim_2
Accounting Policies and Estimates (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies and Estimates [Abstract] | |
Schedule of Estimated Useful Lives of the Assets | 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 (not used in the Company’s current business) 7 years Computer equipment 3 years Office equipment 10 years |
Disposal of Investment in Fri_2
Disposal of Investment in Frictionless and Beyond Fintech (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disposal of Investment in Frictionless and Beyond Fintech [Abstract] | |
Schedule of Assets and Liabilities | The assets and liabilities disposed of were as follows: Amount Assets Current Assets Cash $ 339 Non-current assets Intangible assets 327,211 Security deposit 15,000 Investment 500,000 842,211 Total assets 842,550 Liabilities Current Liabilities Accounts payable 97,126 Net assets sold 745,424 Proceeds due on disposal (250,000 ) Net loss on disposal $ 495,424 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Assets and Liabilities | The following assets and liabilities are reported as discontinued operations: December 31, 2022 Current assets Cash $ 943 Non-current assets Intangibles, net 291,320 Investment 500,000 Security deposit 15,000 Assets held for sale $ 807,263 Current liabilities Accounts payable $ 33,810 Liabilities held for sale $ 33,810 |
Schedule of Statement of Operations from Discontinued Operations | The statement of operations from discontinued operations is as follows: Three months Three months Six months Six months June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Net Revenue $ - $ - $ - $ - Cost of Goods Sold - - - - Gross loss - - - - General and administrative 25,561 26,483 40,821 44,344 Depreciation and amortization - - - - Total Expense 25,561 26,483 40,821 44,344 Loss from operations before income taxes (25,561 ) (26,483 ) (40,821 ) (44,344 ) Income Taxes - - - - Loss from discontinued operations, net of taxation $ (25,561 ) $ (26,483 ) $ (40,821 ) $ (44,344 ) |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangibles [Abstract] | |
Schedule of Facilitate the Functioning of the IPSIPay Software | respectively, was incurred by the Company to facilitate the functioning of the IPSIPay software in the cloud environment. June 30, December 31, Cost Accumulated Net Book Net book Purchased Technology - IPSIPay $ 1,546,805 $ (355,112 ) $ 1,191,693 $ 1,401,491 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investment [Abstract] | |
Schedule of Equity Method Investments | The Company accounts for its investment in IPSIPay Express in accordance with ASC 323, Investments – Equity Method and Joint Ventures, June 30, Cash contribution to IPSIPay Express $ 200,000 Fair value of warrants issued to third party joint venture partners 108,220 308,220 Equity loss from joint venture (1,381 ) $ 306,839 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Total Lease Cost | Individual components of the total lease cost incurred by the Company is as follows: Six months Six months Operating lease expense $ 30,528 $ 28,800 |
Schedule of Other Lease Information | Other lease information: Six months Six months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (30,528 ) $ (28,800 ) Remaining lease term – operating lease Monthly Monthly |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable to Cavalry and Mercer at June 30, 2023 consists of the following: Description Interest Maturity Principal Accrued June 30, December 31, net Cavalry Fund I LP 10 % December 30, 2023 482,000 24,368 506,368 482,134 Mercer Street Global Opportunity Fund, LLC 10 % December 30, 2023 482,000 24,368 506,368 482,134 Total convertible notes payable $ 964,000 $ 48,736 $ 1,012,736 $ 964,268 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, December 31, Cavalry Fund I LP 10.00 % December 30, 2023 1,066,754 96,147 - 1,162,901 1,133,301 Mercer Street Global Opportunity Fund, LLC 10.00 % December 30, 2023 1,091,754 96,438 - 1,188,192 1,133,301 Quick Capital, LLC 8.00 % December 20, 2023 62,857 138 (44,340 ) 18,655 - 1800 Diagonal Street Lending, LLC* 13.00 % May 10, 2024 105,480 708 (90,782 ) 15,406 - 17.33 % March 13, 2024 62,700 506 (58,810 ) 4,396 - 2023 convertible notes 8.00 % February 13, 2024 700,000 16,798 (269,172 ) 447,626 - Total convertible notes payable $ 3,089,545 $ 210,735 $ (463,104 ) $ 2,837,176 $ 2,266,602 * These notes were repaid on August 3, 2023. See note 18. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Liability [Abstract] | |
Schedule of Assumptions Were Used in the Black-Scholes Valuation Model | The following assumptions were used in the Black-Scholes valuation model: Six months Year ended Conversion price $ 0.0048 to $0.0115 $ 0.0115 to $0.15 Risk free interest rate 3.60 to 5.48 % 0.79 to 4.73 % Expected life of derivative liability 9 to 50 months 1.5 to 59 months Expected volatility of underlying stock 158.72 to 192.53 % 120.49 to 258.3 % Expected dividend rate 0 % 0 % |
Schedule of Movement in Derivative Liability | The movement in derivative liability is as follows: June 30, December 31, Opening balance $ 2,550,642 $ 407,161 Derivative financial liability arising from convertible note and warrants 150,000 238,182 Derivative financial liability arising on note amendment included in loss on convertible notes - 2,317,051 Fair value adjustment to derivative liability 311,932 (411,752 ) $ 3,012,574 $ 2,550,642 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Restricted Stock Activity | A summary of restricted stock activity during the period January 1, 2022 to June 30, 2023 is as follows: Total Weighted Total Weighted Total vested Weighted Outstanding January 1, 2022 21,495,000 $ 0.049 10,247,500 $ 0.049 11,247,500 $ 0.049 Granted and issued 2,000,000 0.055 - - 2,000,000 0.055 Forfeited/Cancelled - - - - - - Vested - - (5,123,750 ) (0.049 ) 5,123,750 0.049 Outstanding December 31, 2022 23,495,000 $ 0.050 5,123,750 $ 0.049 18,371,250 $ 0.050 Granted and issued - - - - - - Forfeited/Cancelled - - - - - - Vested - - (5,123,750 ) (0.049 ) 5,123,750 0.049 Outstanding June 30, 2023 23,495,000 $ 0.050 - $ 0.049 23,495,000 $ 0.050 |
Schedule of Restricted Stock Granted Issued and Exercisable | The restricted stock granted, issued and exercisable at June 30, 2023 is as follows: Restricted Stock Grant date Price Number Granted Weighted Average Fair Value per Share $0.049 20,495,000 $ 0.049 $0.050 1,000,000 0.050 $0.055 2,000,000 0.055 23,495,000 $ 0.050 |
Schedule of Fair Value of the Warrants Granted and Issued Black Scholes Valuation Model | The fair value of the warrants granted and issued, as described above, were determined by using a Black Scholes valuation model using the following assumptions: Six months Exercise price $ 0.0115 Risk free interest rate 3.77 to 4.16 % Expected life 5 years Expected volatility of underlying stock 187.40 to 189.37 % Expected dividend rate 0 % |
Schedule of Warrant Activity | A summary of warrant activity during the period January 1, 2022 to June 30, 2023 is as follows: Shares Exercise Weighted Outstanding January 1, 2022 37,304,105 $ 0.05 – 0.1875 $ 0.12 Granted 51,000,000 0.0115 – 0.0345 0.01826 Increase in warrants due to debt amendment full rachet trigger 72,260,870 0.0115 0.0115 Cancelled on debt amendment (4,973,914 ) 0.15 0.1500 Exercised - - - Outstanding December 31, 2022 155,591,061 $ 0.0115 – 0.1875 $ 0.0300 Granted 74,335,391 0.0115 0.0115 Forfeited (1,000,000 ) 0.05 0.05 Cancelled on disposal of investment in Frictionless and Beyond Fintech (30,000,000 ) 0.0115 0.0115 Exercised - - - Outstanding June 30, 2023 198,926,452 $ 0.0115 – 0.1875 $ 0.0259 |
Schedule of Warrants Outstanding and Exercisable | The warrants outstanding and exercisable at June 30, 2023 are as follows: Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted Weighted $ 0.0115 158,333,118 4.27 158,333,118 4.27 $ 0.0345 15,000,000 2.02 11,250,000 2.02 0.015 8,000,000 4.98 8,000,000 4.98 $ 0.15 15,166,667 2.72 15,166,667 2.72 $ 0.1875 2,426,667 2.72 2,426,667 2.72 198,926,452 3.99 $ 0.0259 195,176,452 $ 0.0259 3.99 |
Schedule of Option Activity | A summary of option activity during the period January 1, 2022 to June 30, 2023 is as follows Shares Exercise Weighted Outstanding January 1, 2022 30,516,666 $0.15 to 0.40 $ 0.15 Granted 15,800,000 0.04 – 0.15 0.14 Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2022 46,316,666 $0.04 to 0.40 $ 0.15 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding June 30, 2023 46,316,666 $0.04 to 0.40 $ 0.15 |
Schedule of Options Outstanding and Exercisable | The options outstanding and exercisable at June 30, 2023 are as follows: Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted Weighted $ 0.04 800,000 9.21 800,000 9.21 $ 0.15 45,208,333 8.44 39,375,000 8.48 $ 0.24 208,333 7.65 208,333 7.65 $ 0.40 100,000 5.50 100,000 5.50 46,316,666 8.44 $ 0.15 40,483,333 $ 0.15 8.49 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of Dilutive Shares | Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the three and six months ended June 30, 2023 and 2022 are as follows: Three and Three and Convertible debt 300,483,314 11,979,811 Stock options 46,316,666 30,516,666 Warrants to purchase shares of Common Stock 198.926,452 37,304,104 545,726,432 79,800,582 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||||||
May 12, 2023 | Dec. 30, 2022 | Feb. 03, 2022 | Dec. 31, 2019 | Dec. 28, 2022 | Aug. 26, 2021 | Jun. 30, 2023 | Oct. 31, 2023 | Sep. 15, 2023 | Aug. 04, 2023 | Jun. 21, 2023 | Aug. 30, 2022 | Jun. 22, 2021 | Feb. 16, 2021 | Nov. 01, 2019 | |
Organization and Description of Business [Abstract] | |||||||||||||||
Shares of common stock (in Shares) | 30,000,000 | 3,000,000 | 621,920 | ||||||||||||
Aggregate shares of common stock (in Shares) | 2,500 | 51,901,711 | |||||||||||||
Retained shares of common stock (in Shares) | 30,000,000 | 500,000 | |||||||||||||
Outstanding shares of common stock (in Shares) | 32,047,817 | ||||||||||||||
Exchange shares (in Shares) | 2,250,000 | ||||||||||||||
Stock purchase agreement (in Shares) | 2,250,000 | ||||||||||||||
Shares of vivi | 9% | ||||||||||||||
Aggregate amount (in Dollars) | $ 2,264,784 | ||||||||||||||
Percentage of membership interest | 11.11% | ||||||||||||||
Initial tranche (in Dollars) | $ 200,000 | ||||||||||||||
Percentage of remaining shares owned | 49% | ||||||||||||||
Beyond fintech shares (in Dollars) | $ 250,000 | ||||||||||||||
Percentage of credits against invoices | 20% | ||||||||||||||
Beyond Fintech [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Stake owned percentage | 51% | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Shares of common stock (in Shares) | 500,000 | ||||||||||||||
Aggregate shares of common stock (in Shares) | 3,000,000 | ||||||||||||||
Common stock outstanding, percentage | 91% | ||||||||||||||
Outstanding shares of common stock (in Shares) | 320,477,867 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Stock purchase agreement (in Shares) | 30,000,000 | ||||||||||||||
Purchase shares of common stock (in Dollars) | $ 10,000,000 | ||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Initial tranche (in Dollars) | $ 300,000 | ||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Initial tranche (in Dollars) | $ 500,000 | ||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Initial tranche (in Dollars) | $ 500,000 | ||||||||||||||
Capital Contribution [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Aggregate amount (in Dollars) | 1,500,000 | ||||||||||||||
Capital contribution (in Dollars) | 500,000 | ||||||||||||||
Capital Contribution [Member] | Minimum [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Purchase shares of common stock (in Dollars) | 5,000,000 | ||||||||||||||
Capital Contribution [Member] | Maximum [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Purchase shares of common stock (in Dollars) | $ 40,000,000 | ||||||||||||||
Frictionless Financial Technologies, Inc. [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Acquired percentage | 1% | ||||||||||||||
Frictionless [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Strategic interest | 10% | ||||||||||||||
Common stock outstanding percentage | 41% | ||||||||||||||
Purchase price (in Dollars) | $ 300,000 | ||||||||||||||
Qpagos Corporation’s Capital Stock [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Shares of common stock (in Shares) | 4,992,900 | ||||||||||||||
Qpagos Corporation’s Capital Stock [Member] | Common Stock [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Shares of common stock (in Shares) | 497,500 | ||||||||||||||
Gaston Pereira [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Shares of vivi | 5% | ||||||||||||||
Andrey Novikov [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Shares of vivi | 2.50% | ||||||||||||||
Joseph Abrams [Member] | |||||||||||||||
Organization and Description of Business [Abstract] | |||||||||||||||
Shares of vivi | 1.50% |
Accounting Policies and Estim_3
Accounting Policies and Estimates (Details) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies and Estimates [Abstract] | |||
Ownership percentage | 20% | ||
Operating segment | 1 | ||
Federally insured limit | $ 0 | $ 120,580 | |
Plant and equipment costs | 1,000 | ||
Revenues | $ 438 | $ 0 | |
Beyond Fintech Inc. [Member] | |||
Accounting Policies and Estimates [Abstract] | |||
Ownership percentage | 51% |
Accounting Policies and Estim_4
Accounting Policies and Estimates (Details) - Schedule of Estimated Useful Lives of the Assets | Jun. 30, 2023 |
Kiosks [Member] | |
Estimated useful lives | 7 years |
Computer equipment [Member] | |
Estimated useful lives | 3 years |
Office equipment [Member] | |
Estimated useful lives | 10 years |
Liquidity Matters and Going C_2
Liquidity Matters and Going Concern (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Minimum [Member] | ||
Schedule of liquidity matters and going concern [Abstract] | ||
Net loss | $ 3,447,607 | |
Maximum [Member] | ||
Schedule of liquidity matters and going concern [Abstract] | ||
Net loss | $ 10,331,424 |
Disposal of Investment in Fri_3
Disposal of Investment in Frictionless and Beyond Fintech (Details) - USD ($) | 6 Months Ended | |
May 12, 2023 | Jun. 30, 2023 | |
Disposal of Investment in Frictionless and Beyond Fintech (Details) [Line Items] | ||
Common stock (in Shares) | 30,000,000 | 500,000 |
Consideration amount (in Dollars) | $ 250,000 | |
Credit rate | 20% | |
Ownership [Member] | ||
Disposal of Investment in Frictionless and Beyond Fintech (Details) [Line Items] | ||
Ownership interest rate | 10% | |
Beyond Fintech [Member] | ||
Disposal of Investment in Frictionless and Beyond Fintech (Details) [Line Items] | ||
Ownership interest rate | 51% |
Disposal of Investment in Fri_4
Disposal of Investment in Frictionless and Beyond Fintech (Details) - Schedule of Assets and Liabilities | Jun. 30, 2023 USD ($) |
Current Assets | |
Cash | $ 339 |
Non-current assets | |
Intangible assets | 327,211 |
Security deposit | 15,000 |
Investment | 500,000 |
Total Non-current assets | 842,211 |
Total assets | 842,550 |
Current Liabilities | |
Accounts payable | 97,126 |
Net assets sold | 745,424 |
Proceeds due on disposal | (250,000) |
Net loss on disposal | $ 495,424 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of Assets and Liabilities - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Current assets | |||
Cash | $ 943 | $ 11,808 | |
Non-current assets | |||
Intangibles, net | 291,320 | ||
Investment | 500,000 | ||
Security deposit | 15,000 | ||
Assets held for sale | 807,263 | ||
Current liabilities | |||
Accounts payable | 33,810 | ||
Liabilities held for sale | $ 33,810 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Statement of Operations from Discontinued Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Statement of Operations From Discontinued Operations [Abstract] | ||||
Net Revenue | ||||
Cost of Goods Sold | ||||
Gross loss | (279) | (1,931) | ||
General and administrative | 25,561 | 26,483 | 40,821 | 44,344 |
Depreciation and amortization | ||||
Total Expense | 25,561 | 26,483 | 40,821 | 44,344 |
Loss from operations before income taxes | (25,561) | (26,483) | (40,821) | (44,344) |
Income Taxes | ||||
Loss from discontinued operations, net of taxation | $ (25,561) | $ (26,483) | $ (40,821) | $ (44,344) |
Intangibles (Details)
Intangibles (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 26, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangibles [Abstract] | |||||||
Gross proceeds | $ 250,000 | $ 375,000 | |||||
Beyond fintech percentage | 51% | ||||||
Owned frictionless percentage | 49% | ||||||
Additional amount of software | $ 35,891 | $ 41,320 | |||||
IPSIPay software amount | 44,405 | $ 1,127,400 | |||||
Amortization expense | $ 128,348 | $ 0 | $ 254,204 | $ 0 |
Intangibles (Details) - Schedul
Intangibles (Details) - Schedule of Facilitate the Functioning of the IPSIPay Software - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Facilitate the Functioning of the IPSIPay Software [Abstract] | ||
Cost | $ 1,546,805 | |
Accumulated amortization | (355,112) | |
Net Book Value | $ 1,191,693 | $ 1,401,491 |
Equity Method Investment (Detai
Equity Method Investment (Details) - Schedule of Equity Method Investments - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Abstract] | ||||
Cash contribution to IPSIPay Express | $ 200,000 | $ 200,000 | ||
Fair value of warrants issued to third party joint venture partners | 108,220 | |||
Equity total | 308,220 | |||
Equity loss from joint venture | $ (1,381) | (1,381) | ||
Joint venture total | $ 306,839 |
Investments (Details)
Investments (Details) | May 12, 2023 |
Ownership [Member] | |
Investments (Details) [Line Items] | |
Ownership interest | 10% |
Leases (Details)
Leases (Details) - USD ($) | 6 Months Ended | |
Jan. 01, 2023 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Lease, description | The lease commenced on April 1, 2021 and is for a twelve month period, terminating on April 1, 2022. | |
Lease amount | $ 4,800 | |
Monthly rent | $ 5,088 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Total Lease Cost - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Total Lease Cost [Abstract] | ||
Operating lease expense | $ 30,528 | $ 28,800 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Lease Information - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ (30,528) | $ (28,800) |
Remaining lease term – operating lease | Monthly | Monthly |
Federal Relief Loans (Details)
Federal Relief Loans (Details) - USD ($) | 6 Months Ended | |
Jul. 07, 2020 | Jun. 30, 2023 | |
Federal Relief Loans [Abstract] | ||
Disaster loan amount | $ 150,000 | |
Bearing interest, percentage | 3.75% | |
Repayable in monthly installments | $ 731 | |
Principal amount | $ 2,342 | |
Aggregate principal amount interest | 2,775 | |
Loan balance outstanding | 147,656 | |
Accrued interest | 13,978 | |
Disclosed amount of accrued interest | $ 3,275 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 16, 2021 | Feb. 16, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Notes Payable (Details) [Line Items] | ||||||
Company received | $ 500,500 | |||||
Interest rate | 12.50% | |||||
Repayment of notes payables | $ 62,700 | |||||
Common stock, shares (in Shares) | 2,486,957 | 2,486,957 | ||||
Exercise price per share (in Dollars per share) | $ 0.24 | |||||
Non-convertible promissory notes | $ 482,000 | $ 482,000 | ||||
Notes issued | $ 964,000 | |||||
Other interest expense | $ 24,368 | $ 0 | 48,468 | $ 0 | ||
Warrant [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Warrants | $ 43,608 | |||||
Amendment Transaction [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Interest rate | 10% | |||||
Non-convertible promissory notes | 482,000 | $ 482,000 | ||||
Maturity date | Dec. 30, 2023 | |||||
Common stock shares (in Shares) | 51,901,711 | |||||
Convertible Debt [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Convertible debt | $ 920,392 | $ 920,392 | ||||
Cavalry and Mercer [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Company received | 500,500 | |||||
Repayment of notes payables | $ 572,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Notes Payable - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Notes Payable (Details) - Schedule of Notes Payable [Line Items] | ||
Principal | $ 964,000 | |
Accrued Interest | 48,736 | |
Amount, net | $ 1,012,736 | $ 964,268 |
Cavalry Fund I LP [Member] | ||
Notes Payable (Details) - Schedule of Notes Payable [Line Items] | ||
Interest Rate | 10% | |
Maturity date | December 30, 2023 | |
Principal | $ 482,000 | |
Accrued Interest | 24,368 | |
Amount, net | $ 506,368 | 482,134 |
Mercer Street Global Opportunity Fund, LLC [Member] | ||
Notes Payable (Details) - Schedule of Notes Payable [Line Items] | ||
Interest Rate | 10% | |
Maturity date | December 30, 2023 | |
Principal | $ 482,000 | |
Accrued Interest | 24,368 | |
Amount, net | $ 506,368 | $ 482,134 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
May 12, 2023 | May 10, 2023 | Nov. 16, 2022 | Feb. 03, 2022 | Feb. 16, 2021 | Jun. 20, 2023 | May 19, 2023 | Dec. 28, 2022 | Nov. 16, 2022 | Feb. 16, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 13, 2023 | |
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Maturity date | Aug. 16, 2022 | Dec. 30, 2023 | ||||||||||||||
Interest rate percentage | 10% | 10% | 8% | 8% | ||||||||||||
Additional shares of common stock (in Shares) | 30,000,000 | 3,000,000 | 621,920 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 0.0115 | $ 0.0115 | ||||||||||||||
Common stock shares (in Shares) | 17.33 | 17.33 | 3,000,000 | 3,000,000 | ||||||||||||
Warrant exercisable (in Shares) | 39,130,435 | 39,130,435 | ||||||||||||||
Non Convertible Promissory Note | $ 482,000 | $ 482,000 | ||||||||||||||
Common stock shares issued (in Shares) | 51,901,711 | 51,901,711 | 2,500 | 2,500 | ||||||||||||
Common stock price per share (in Dollars per share) | $ 0.06 | |||||||||||||||
Aggregate amount | $ 2,264,784 | |||||||||||||||
Convertible notes | $ 836,414 | |||||||||||||||
Black-scholes valuation model | 1,499,577 | |||||||||||||||
Convertible note holders | $ 238,182 | 238,182 | ||||||||||||||
Additional charge | 920,392 | |||||||||||||||
Value of notes | 964,000 | 964,000 | ||||||||||||||
Warrant cost | 11 | |||||||||||||||
Holders amount | 841,003 | |||||||||||||||
Interest expense | 69,320 | $ 43,793 | 129,057 | $ 88,172 | ||||||||||||
Amortization of debt discount | 88,687 | $ 0 | ||||||||||||||
Amortization of debt discount total | 111,654 | $ 263,200 | ||||||||||||||
Net proceeds | $ 1,800 | |||||||||||||||
Loss on conversion | $ 18,478 | |||||||||||||||
Net of unamortized debt discount | 463,104 | $ 463,104 | $ 0 | |||||||||||||
RepaymentOfNotesPayables | $ 62,700 | |||||||||||||||
Purchase of aggregate shares (in Shares) | 66,335,391 | |||||||||||||||
Conversion price of per share (in Dollars per share) | $ 0.0115 | |||||||||||||||
Beneficially own of percentage | 4.99% | |||||||||||||||
Limitation exceeds of percentage | 9.99% | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Accrued interest | 447,626 | $ 447,626 | ||||||||||||||
Net of unamortized debt discount | 269,172 | 269,172 | ||||||||||||||
Cavalry Fund I LP [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 20% | 10% | 20% | 10% | ||||||||||||
Exercise price per share (in Dollars per share) | $ 0.0115 | $ 0.15 | $ 0.24 | |||||||||||||
Warrant exercisable (in Shares) | 2,486,957 | 2,486,957 | ||||||||||||||
Net proceeds | $ 500,500 | |||||||||||||||
Original issue discount | 71,500 | |||||||||||||||
Senior secured convertible note | $ 572,000 | $ 572,000 | ||||||||||||||
Initial conversion price per share (in Dollars per share) | $ 0.23 | |||||||||||||||
Purchase an additional shares (in Shares) | 3,000,000 | |||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||
Purchase of additional shares (in Shares) | 2,173,913 | |||||||||||||||
Accrued interest | 1,162,901 | 1,162,901 | ||||||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 20% | 20% | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.15 | $ 0.24 | ||||||||||||||
Warrant exercisable (in Shares) | 2,486,957 | 2,486,957 | ||||||||||||||
Net proceeds | $ 500,500 | |||||||||||||||
Original issue discount | 572,000 | |||||||||||||||
Senior secured convertible note | $ 71,500 | $ 71,500 | ||||||||||||||
Purchase an additional shares (in Shares) | 3,000,000 | |||||||||||||||
Accrued interest | 1,188,192 | 1,188,192 | ||||||||||||||
Original issue discount rate | 10% | |||||||||||||||
Conversion price (in Dollars per share) | $ 0.23 | $ 0.23 | ||||||||||||||
Quick Capital, LLC [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.0115 | |||||||||||||||
Warrant exercisable (in Shares) | 5,465,826 | |||||||||||||||
Net proceeds | $ 50,000 | |||||||||||||||
Original issue discount | 62,857 | |||||||||||||||
Senior secured convertible note | $ 12,857 | |||||||||||||||
Accrued interest | 18,655 | 18,655 | ||||||||||||||
Original issue discount rate | 8% | |||||||||||||||
Conversion price (in Dollars per share) | $ 0.0115 | |||||||||||||||
Net of unamortized debt discount | $ 44,340 | $ 44,340 | ||||||||||||||
Diagonal Street Lending LLC [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||
Original issue discount | 117,320 | |||||||||||||||
Senior secured convertible note | $ 17,320 | |||||||||||||||
Original issue discount rate | 13% | |||||||||||||||
Conversion price (in Dollars per share) | $ 15,406 | $ 15,406 | ||||||||||||||
Net of unamortized debt discount | $ 90,782 | $ 90,782 | ||||||||||||||
Variable conversion rate percentage | 60% | 60% | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||
Minimum [Member] | Cavalry Fund I LP [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||
Minimum [Member] | Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | 0.15 | 0.15 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.0115 | $ 0.0115 | ||||||||||||||
Maximum [Member] | Cavalry Fund I LP [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | 0.0115 | 0.0115 | ||||||||||||||
Maximum [Member] | Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | 0.0115 | $ 0.0115 | ||||||||||||||
Convertible Debt [Member] | Diagonal Street Lending LLC [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Accrued interest | $ 4,396 | $ 4,396 | ||||||||||||||
Net of unamortized debt discount | $ 58,810 | $ 58,810 | ||||||||||||||
Cavalry and Mercer [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 20% | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.15 | $ 0.04 | ||||||||||||||
Aggregate amount | $ 1,132,392 | |||||||||||||||
Net proceeds | $ 50,000 | |||||||||||||||
Original issue discount | $ 12,700 | |||||||||||||||
RepaymentOfNotesPayables | $ 572,000 | |||||||||||||||
Cavalry and Mercer [Member] | Minimum [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||
Cavalry and Mercer [Member] | Maximum [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.0115 | $ 0.0115 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Unamortized debt discount | $ (463,104) | $ 0 | |
Convertible Notes Payable [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Principal | 3,089,545 | ||
Accrued Interest | 210,735 | ||
Unamortized debt discount | (463,104) | ||
Total convertible notes payable | $ 2,837,176 | 2,266,602 | |
Cavalry Fund I LP [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 10% | ||
Maturity date | December 30, 2023 | ||
Principal | $ 1,066,754 | ||
Accrued Interest | 96,147 | ||
Unamortized debt discount | |||
Total convertible notes payable | $ 1,162,901 | 1,133,301 | |
Mercer Street Global Opportunity Fund, LLC [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 10% | ||
Maturity date | December 30, 2023 | ||
Principal | $ 1,091,754 | ||
Accrued Interest | 96,438 | ||
Unamortized debt discount | |||
Total convertible notes payable | $ 1,188,192 | 1,133,301 | |
Quick Capital, LLC [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 8% | ||
Maturity date | December 20, 2023 | ||
Principal | $ 62,857 | ||
Accrued Interest | 138 | ||
Unamortized debt discount | (44,340) | ||
Total convertible notes payable | $ 18,655 | ||
1800 Diagonal Street Lending, LLC [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 13% | |
Maturity date | [1] | May 10, 2024 | |
Principal | [1] | $ 105,480 | |
Accrued Interest | [1] | 708 | |
Unamortized debt discount | [1] | (90,782) | |
Total convertible notes payable | [1] | $ 15,406 | |
1800 Diagonal Street Lending, LLC One [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 17.33% | ||
Maturity date | March 13, 2024 | ||
Principal | $ 62,700 | ||
Accrued Interest | 506 | ||
Unamortized debt discount | (58,810) | ||
Total convertible notes payable | $ 4,396 | ||
2023 convertible notes [Member] | |||
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 8% | ||
Maturity date | February 13, 2024 to June 21, 2024 | ||
Principal | $ 700,000 | ||
Accrued Interest | 16,798 | ||
Unamortized debt discount | (269,172) | ||
Total convertible notes payable | $ 447,626 | ||
[1]These notes were repaid on August 3, 2023. See note 18. |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 13, 2023 | May 10, 2023 | |
Derivative Liability (Details) [Line Items] | ||||
Rachet provision | $ 474,614 | |||
Convertible notes | $ 150,000 | $ 360,491 | ||
Warrant [Member] | ||||
Derivative Liability (Details) [Line Items] | ||||
Derivative liability | $ 2,317,051 | 2,317,051 | ||
Black-Scholes [Member] | ||||
Derivative Liability (Details) [Line Items] | ||||
Derivative liability | $ 1,252,682 | $ 311,932 |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of Assumptions Were Used in the Black-Scholes Valuation Model - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Expected dividend rate | 0% | 0% |
Minimum [Member] | ||
Conversion price (in Dollars per share) | $ 0.0048 | $ 0.0115 |
Risk free interest rate | 3.60% | 0.79% |
Expected life of derivative liability | 9 months | 1 month 15 days |
Expected volatility of underlying stock | 158.72% | 120.49% |
Maximum [Member] | ||
Conversion price (in Dollars per share) | $ 0.0115 | $ 0.15 |
Risk free interest rate | 5.48% | 4.73% |
Expected life of derivative liability | 50 months | 59 months |
Expected volatility of underlying stock | 192.53% | 258.30% |
Derivative Liability (Details_2
Derivative Liability (Details) - Schedule of Movement in Derivative Liability - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Opening balance | $ 2,550,642 | $ 407,161 |
Derivative financial liability arising from convertible note and warrants | 150,000 | 238,182 |
Derivative financial liability arising on note amendment included in loss on convertible notes | 2,317,051 | |
Fair value adjustment to derivative liability | 311,932 | (411,752) |
Total | $ 3,012,574 | $ 2,550,642 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 22, 2023 | Jun. 21, 2023 | May 19, 2023 | Dec. 30, 2022 | Sep. 13, 2022 | Jul. 11, 2022 | Oct. 22, 2021 | Dec. 31, 2019 | Aug. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 16, 2021 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock authorized (in Shares) | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock issued (in Shares) | 379,075,592 | 379,075,592 | 376,901,679 | ||||||||||||
Common stock outstanding (in Shares) | 379,075,592 | 379,075,592 | 376,901,679 | ||||||||||||
Common stock conversion shares (in Shares) | 2,173,913 | ||||||||||||||
Convertible debt | $ 25,000 | $ 25,000 | |||||||||||||
Expense | $ 0 | $ 62,766 | $ 0 | 125,532 | |||||||||||
Preferred stock, authorized (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Description of compensation service | (i) a cash endorsement fee of Three Hundred Thousand U.S. Dollars ($300,000 USD), payable as follows: (i) One Hundred Twenty-Five Thousand Dollars ($125,000) upon execution of the Endorsement Agreement, (ii) One Hundred Twenty-Five Thousand Dollars ($125,000) quarterly during the Term, beginning on the 90th day following the Effective Date, and (iii) Fifty Thousand Dollars ($50,000) on or prior to the first anniversary of the Effective Date and (ii) warrants exercisable for an aggregate of Fifteen Million (15,000,000) shares of the Common Stock at an exercise price of $0.0345 per share. The Warrants shall have a three-year term commencing from the Effective Date. | ||||||||||||||
Shares of common stock (in Shares) | 2,500 | 2,500 | 51,901,711 | ||||||||||||
Expiration date | Aug. 30, 2027 | ||||||||||||||
Purchased shares (in Shares) | 2,250,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.04 | ||||||||||||||
Note amendment transaction description | the Company entered into the December 2022 Note Amendment Transaction, as fully described in note 9 above. In terms of the Note Amendment Transaction the following occurred: ●The warrants issued to Cavalry and Mercer exercisable for 4,973,914 shares of Common Stock (2,486,957 for each of Cavalry and Mercer), were exchanged for two promissory notes of $482,000 each, as disclosed in note 8 above; ●The warrants issued to Cavalry and Mercer on August 30, 2022, were subject to repricing and a full rachet increase in the number of warrants issued, resulting in an increase in the number of warrants by 72,260,870 (36,130,435 to each Cavalry and Mercer) and a reset of the exercise price to $0.0115 per share. The additional warrants were valued at $841,003 using a Black-Scholes valuation model and was expensed in the statement of operations as a component of the loss on convertible debt. ●An additional 13,736,857 warrants previously issued to Mercer, Iroquois Master Fund and Bellridge Capital LP were subject to repricing of the exercise price from a range of $0.05 to $0.15 per share to $0.0115 per share. The change in the fair value of these warrants of $20,079, using a Black-Scholes valuation model was recorded as a component of the loss on convertible debt. | ||||||||||||||
Limitation exceeds percentage | 9.99% | ||||||||||||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears (in Dollars per share) | $ 0.015 | ||||||||||||||
Warrants outstanding an intrinsic value | $ 395,833 | 0 | $ 395,833 | 0 | |||||||||||
Incentive stock options (in Shares) | 198,926,452 | 198,926,452 | |||||||||||||
Amount of immediate expense | $ 31,970 | ||||||||||||||
Options exercisable shares (in Shares) | 200,000 | ||||||||||||||
Intrinsic value outstanding options | $ 0 | 0 | $ 0 | 0 | |||||||||||
Option expense | $ 94,465 | $ 94,462 | $ 188,928 | $ 188,928 | |||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock conversion shares (in Shares) | 2,173,913 | ||||||||||||||
Shares of common stock (in Shares) | 3,000,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.15 | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.0115 | ||||||||||||||
Options exercisable shares (in Shares) | 800,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Purchased shares (in Shares) | 30,000,000 | ||||||||||||||
Fair value of warrants | $ 348,938 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock (in Shares) | 800,000 | 800,000 | |||||||||||||
Maximum [Member] | Common Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock (in Shares) | 100,000 | 100,000 | |||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Warrants beneficially percentage | 4.99% | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Incentive stock options (in Shares) | 15,000,000 | ||||||||||||||
Stock option exercise price (in Dollars per share) | $ 0.15 | ||||||||||||||
Amount of immediate expense | $ 823,854 | ||||||||||||||
Debt Conversion Notices [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Aggregate shares of common stock (in Shares) | 66,335,391 | ||||||||||||||
Convertible debt amount | $ 0.0115 | ||||||||||||||
2021 Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock (in Shares) | 53,000,000 | ||||||||||||||
2018 Stock Incentive Plan [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Terminates period | 10 years | ||||||||||||||
2021 Stock Incentive Plan [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Terminates period | 10 years |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Total restricted shares [Member] | ||
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity [Line Items] | ||
Total restricted shares, Outstanding at beginning (in Shares) | 23,495,000 | 21,495,000 |
Total restricted shares, Granted and issued (in Shares) | 2,000,000 | |
Total restricted shares, Forfeited/Cancelled (in Shares) | ||
Total restricted shares, Vested (in Shares) | ||
Total restricted shares, Outstanding at ending (in Shares) | 23,495,000 | 23,495,000 |
Weighted average fair market value per share [Member] | ||
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity [Line Items] | ||
Weighted average fair market value per share, Outstanding at beginning | $ 0.05 | $ 0.049 |
Weighted average fair market value per share, Granted and issued | 0.055 | |
Weighted average fair market value per share, Forfeited/Cancelled | ||
Weighted average fair market value per share, Vested | ||
Weighted average fair market value per share, Outstanding at ending | $ 0.05 | $ 0.05 |
Total unvested restricted shares [Member] | ||
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity [Line Items] | ||
Total unvested restricted shares, Outstanding at beginning (in Shares) | 5,123,750 | 10,247,500 |
Total unvested restricted shares, Granted and issued (in Shares) | ||
Total unvested restricted shares, Forfeited/Cancelled (in Shares) | ||
Total unvested restricted shares, Vested (in Shares) | (5,123,750) | (5,123,750) |
Total unvested restricted shares, Outstanding at ending (in Shares) | 5,123,750 | |
Unvested restricted Weighted average fair market value per share [Member] | ||
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity [Line Items] | ||
Weighted average fair market value per share, Outstanding at beginning | $ 0.049 | $ 0.049 |
Weighted average fair market value per share, Granted and issued | ||
Weighted average fair market value per share, Forfeited/Cancelled | ||
Weighted average fair market value per share, Vested | (0.049) | (0.049) |
Weighted average fair market value per share, Outstanding at ending | 0.049 | 0.049 |
Total vested restricted shares [Member] | ||
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity [Line Items] | ||
Total vested restricted shares, Outstanding at beginning | 18,371,250 | 11,247,500 |
Total vested restricted shares, Granted and issued | 2,000,000 | |
Total vested restricted shares, Forfeited/Cancelled | ||
Total vested restricted shares, Vested | 5,123,750 | 5,123,750 |
Total vested restricted shares, Outstanding at ending | 23,495,000 | 18,371,250 |
Vested restricted Weighted average fair market value per share [Member] | ||
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity [Line Items] | ||
Weighted average fair market value per share, Outstanding at beginning | 0.05 | 0.049 |
Weighted average fair market value per share, Granted and issued | 0.055 | |
Weighted average fair market value per share, Forfeited/Cancelled | ||
Weighted average fair market value per share, Vested | 0.049 | 0.049 |
Weighted average fair market value per share, Outstanding at ending | $ 0.05 | $ 0.05 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Restricted Stock Granted Issued and Exercisable | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Restricted stock granted and Vested, number granted | shares | 23,495,000 |
Restricted stock granted and Vested, weighted average fair value per share (in Dollars per share) | $ / shares | $ 0.05 |
Grant date Price 0.049 [Member] | |
Restricted stock granted and Vested, number granted | shares | 20,495,000 |
Restricted stock granted and Vested, weighted average fair value per share (in Dollars per share) | $ / shares | $ 0.049 |
Grant date Price 0.050 [Member] | |
Restricted stock granted and Vested, number granted | shares | 1,000,000 |
Restricted stock granted and Vested, weighted average fair value per share (in Dollars per share) | $ / shares | $ 0.05 |
Grant date Price 0.055 [Member] | |
Restricted stock granted and Vested, number granted | shares | 2,000,000 |
Restricted stock granted and Vested, weighted average fair value per share (in Dollars per share) | $ / shares | $ 0.055 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Fair Value of the Warrants Granted and Issued Black Scholes Valuation Model - Warrants [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Stockholders’ Equity (Details) - Schedule of Fair Value of the Warrants Granted and Issued Black Scholes Valuation Model [Line Items] | |
Exercise price (in Dollars per share) | $ 0.0115 |
Expected life | 5 years |
Expected dividend rate | 0% |
Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of Fair Value of the Warrants Granted and Issued Black Scholes Valuation Model [Line Items] | |
Risk free interest rate | 3.77% |
Expected volatility of underlying stock | 187.40% |
Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of Fair Value of the Warrants Granted and Issued Black Scholes Valuation Model [Line Items] | |
Risk free interest rate | 4.16% |
Expected volatility of underlying stock | 189.37% |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Product Warranty Liability [Line Items] | ||
Shares Underlying Warrants, Outstanding at beginning (in Shares) | 155,591,061 | 37,304,105 |
Weighted average exercise price, Outstanding at ending | $ 0.03 | $ 0.12 |
Shares Underlying Warrants, Outstanding at beginning (in Shares) | 198,926,452 | 155,591,061 |
Weighted average exercise price, Outstanding at ending | $ 0.0259 | $ 0.03 |
Shares Underlying Warrants, Granted (in Shares) | 74,335,391 | 51,000,000 |
Exercise price per share, Granted | $ 0.0115 | |
Weighted average exercise price, Granted | $ 0.0115 | $ 0.01826 |
Shares Underlying Warrants, Forfeited (in Shares) | (1,000,000) | |
Exercise price per share, Forfeited | $ 0.05 | |
Weighted average exercise price, Forfeited | $ 0.05 | |
Shares Underlying Warrants, Cancelled on disposal of investment in Frictionless and Beyond Fintech (in Shares) | (30,000,000) | |
Exercise price per share, Cancelled on disposal of investment in Frictionless and Beyond Fintech (in Shares) | 0.0115 | |
Weighted average exercise price, Cancelled on disposal of investment in Frictionless and Beyond Fintech | $ 0.0115 | |
Shares Underlying Warrants, Increase in warrants due to debt amendment full rachet trigger (in Shares) | 72,260,870 | |
Exercise price per share, Increase in warrants due to debt amendment full rachet trigger | $ 0.0115 | |
Weighted average exercise price, Increase in warrants due to debt amendment full rachet trigger | $ 0.0115 | |
Shares Underlying Warrants, Cancelled on debt amendment (in Shares) | (4,973,914) | |
Exercise price per share, Cancelled on debt amendment | $ 0.15 | |
Weighted average exercise price, Cancelled on debt amendment | $ 0.15 | |
Shares Underlying Warrants, Exercised (in Shares) | ||
Exercise price per share, Exercised | ||
Weighted average exercise price, Exercised | ||
Minimum [Member] | ||
Product Warranty Liability [Line Items] | ||
Exercise price per share, Outstanding at ending | 0.0115 | 0.05 |
Exercise price per share, Outstanding at ending | 0.0115 | 0.0115 |
Exercise price per share, Granted | 0.0115 | |
Maximum [Member] | ||
Product Warranty Liability [Line Items] | ||
Exercise price per share, Outstanding at ending | 0.1875 | 0.1875 |
Exercise price per share, Outstanding at ending | $ 0.1875 | 0.1875 |
Exercise price per share, Granted | $ 0.0345 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of Warrants Outstanding and Exercisable | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrants Outstanding, Number Outstanding | 198,926,452 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 3 years 11 months 26 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.0259 |
Warrants Exercisable, Number Exercisable | 195,176,452 |
Warrants Exercisable ,Weighted Average Exercise Price | $ / shares | $ 0.0259 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 3 years 11 months 26 days |
Exercise Price 0.0115 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.0115 |
Warrants Outstanding, Number Outstanding | 158,333,118 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 4 years 3 months 7 days |
Warrants Exercisable, Number Exercisable | 158,333,118 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 4 years 3 months 7 days |
Exercise Price 0.0345 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.0345 |
Warrants Outstanding, Number Outstanding | 15,000,000 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 2 years 7 days |
Warrants Exercisable, Number Exercisable | 11,250,000 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 2 years 7 days |
Exercise Price 0.015 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.015 |
Warrants Outstanding, Number Outstanding | 8,000,000 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 4 years 11 months 23 days |
Warrants Exercisable, Number Exercisable | 8,000,000 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 4 years 11 months 23 days |
Exercise Price 0.15 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number Outstanding | 15,166,667 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 2 years 8 months 19 days |
Warrants Exercisable, Number Exercisable | 15,166,667 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 2 years 8 months 19 days |
Exercise Price 0.1875 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.1875 |
Warrants Outstanding, Number Outstanding | 2,426,667 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 2 years 8 months 19 days |
Warrants Exercisable, Number Exercisable | 2,426,667 |
Warrants Exercisable, Weighted Average Remaining Contractual life in years | 2 years 8 months 19 days |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details) - Schedule of Option Activity - Stock Options [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shares Underlying options, Outstanding at beginning (in Shares) | 46,316,666 | 30,516,666 |
Weighted average exercise price, Outstanding at beginning | $ 0.15 | $ 0.15 |
Shares Underlying options, Outstanding at ending (in Shares) | 46,316,666 | 46,316,666 |
Weighted average exercise price, Outstanding at ending | $ 0.15 | $ 0.15 |
Shares Underlying options, Granted (in Shares) | 15,800,000 | |
Exercise price per share, Granted | ||
Weighted average exercise price, Granted | $ 0.14 | |
Shares Underlying options, Forfeited/Cancelled (in Shares) | ||
Exercise price per share, Forfeited/Cancelled | ||
Weighted average exercise price, Forfeited/Cancelled | ||
Shares Underlying options, Exercised (in Shares) | ||
Exercise price per share, Exercised | ||
Weighted average exercise price, Exercised | ||
Minimum [Member] | ||
Exercise price per share, Outstanding at beginning | 0.15 | |
Exercise price per share, Outstanding at ending | 0.04 | 0.04 |
Exercise price per share, Granted | 0.04 | |
Maximum [Member] | ||
Exercise price per share, Outstanding at beginning | 0.4 | |
Exercise price per share, Outstanding at ending | $ 0.4 | 0.4 |
Exercise price per share, Granted | $ 0.15 |
Stockholders_ Equity (Details_7
Stockholders’ Equity (Details) - Schedule of Options Outstanding and Exercisable | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Options Outstanding, Number Outstanding | 46,316,666 |
Options Outstanding, Weighted Average Remaining Contractual life in years | 8 years 5 months 8 days |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.15 |
Options Exercisable, Number Exercisable | 40,483,333 |
Options Exercisable ,Weighted Average Exercise Price | $ / shares | $ 0.15 |
Options Exercisable, Weighted Average Remaining Contractual life in years | 8 years 5 months 26 days |
Exercise Price 0.04 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 0.04 |
Options Outstanding, Number Outstanding | 800,000 |
Options Outstanding, Weighted Average Remaining Contractual life in years | 9 years 2 months 15 days |
Options Exercisable, Number Exercisable | 800,000 |
Options Exercisable, Weighted Average Remaining Contractual life in years | 9 years 2 months 15 days |
Exercise Price 0.15 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 0.15 |
Options Outstanding, Number Outstanding | 45,208,333 |
Options Outstanding, Weighted Average Remaining Contractual life in years | 8 years 5 months 8 days |
Options Exercisable, Number Exercisable | 39,375,000 |
Options Exercisable, Weighted Average Remaining Contractual life in years | 8 years 5 months 23 days |
Exercise Price 0.24 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 0.24 |
Options Outstanding, Number Outstanding | 208,333 |
Options Outstanding, Weighted Average Remaining Contractual life in years | 7 years 7 months 24 days |
Options Exercisable, Number Exercisable | 208,333 |
Options Exercisable, Weighted Average Remaining Contractual life in years | 7 years 7 months 24 days |
Exercise Price 0.40 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 0.4 |
Options Outstanding, Number Outstanding | 100,000 |
Options Outstanding, Weighted Average Remaining Contractual life in years | 5 years 6 months |
Options Exercisable, Number Exercisable | 100,000 |
Options Exercisable, Weighted Average Remaining Contractual life in years | 5 years 6 months |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of Dilutive Shares - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Anti-dilutive shares | 545,726,432 | 79,800,582 | 545,726,432 | 79,800,582 |
Convertible debt [Member] | ||||
Anti-dilutive shares | 300,483,314 | 11,979,811 | 300,483,314 | 11,979,811 |
Stock options [Member] | ||||
Anti-dilutive shares | 46,316,666 | 30,516,666 | 46,316,666 | 30,516,666 |
Warrants to purchase shares of common stock [Member] | ||||
Anti-dilutive shares | 198.926452 | 37,304,104 | 198.926452 | 37,304,104 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 13, 2022 | Jul. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 21, 2023 | |
Mr. Fuller [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares of common stock (in Shares) | 200,000 | |||||||
Exercise price (in Dollars per share) | $ 0.04 | |||||||
Option expense | $ 0 | $ 0 | $ 0 | $ 0 | ||||
William Corbett [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares of common stock (in Shares) | 15,000,000 | |||||||
Exercise price (in Dollars per share) | $ 0.15 | |||||||
Option expense | 133,174 | $ 66,587 | ||||||
Working capital expenses | $ 50,000 | |||||||
Clifford Henry [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares of common stock (in Shares) | 200,000 | |||||||
Exercise price (in Dollars per share) | $ 0.04 | |||||||
Financial and capital markets advice | 3,500 | |||||||
Common stock, value | $ 7,993 | |||||||
Mr. Henry [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Option expense | 0 | 0 | 0 | 0 | ||||
Madisson Corbett [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares of common stock (in Shares) | 200,000 | |||||||
Exercise price (in Dollars per share) | $ 0.04 | |||||||
Common stock, value | $ 7,993 | |||||||
Ms. Corbett [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Option expense | 0 | 0 | 0 | 0 | ||||
David Rios [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares of common stock (in Shares) | 200,000 | |||||||
Exercise price (in Dollars per share) | $ 0.04 | |||||||
Common stock, value | $ 7,993 | |||||||
Mr. Rios [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Option expense | 0 | 0 | 0 | 0 | ||||
Mr. Rosenblum [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Shares of common stock (in Shares) | 2,000,000 | |||||||
Option expense | $ 27,879 | $ 27,879 | $ 55,758 | $ 55,758 | ||||
Common stock, value | $ 110,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Aug. 04, 2023 | Aug. 03, 2023 | Aug. 04, 2023 | |
Subsequent Events (Details) [Line Items] | |||
Gross proceeds | $ 160,000 | $ 576,666 | |
Aggregate shares (in Shares) | 50,144,870 | 50,144,870 | |
Exercise price per share (in Dollars per share) | $ 0.0115 | $ 0.0115 | |
Subsequent event, description | On August 4, 2023, the Company made an IPSI Capital Contribution of $300,000 to IPSIPay Express, thereby completing its initial Trance contribution (see note 7). With the funding of its initial $500,000 capital contribution to IPSIPay Express, the Company received an 11.11% interest equity interest in IPSIPay Express. Such equity interest will increase to 33.33% upon the funding of next two $500,000 Tranches. | ||
Principal amount | $ 168,180 |