Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | INNOVATIVE PAYMENT SOLUTIONS, INC. | |
Entity Central Index Key | 0001591913 | |
Entity File Number | 000-55648 | |
Entity Tax Identification Number | 33-1230229 | |
Entity Incorporation, State or Country Code | NV | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
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 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (866) | |
Local Phone Number | 477-4729 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 13,984,568 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 79,027 | $ 50,433 |
Receivable from equity method investment | 900 | |
Notes receivable - current | 30,072 | |
Other current assets | 17,551 | 38,818 |
Total Current Assets | 127,550 | 89,251 |
Non-current assets | ||
Plant and equipment | 5,942 | 7,027 |
Notes receivable, net of unamortized discount of $56,650 | 169,540 | |
Security deposit | 5,000 | 5,000 |
Equity method investment | 703,866 | 703,938 |
Total Non-Current Assets | 884,348 | 715,965 |
Total Assets | 1,011,898 | 805,216 |
Current Liabilities | ||
Accounts payable | 2,450,100 | 2,023,375 |
Federal relief loans – current portion | 7,788 | 9,369 |
Notes payable, net of unamortized discount of $30,673 and $0, respectively | 1,214,158 | 1,062,007 |
Convertible debt, net of unamortized discount of $382,103 and $432,702, respectively | 4,764,895 | 3,704,280 |
Derivative liability | 680,708 | 1,434,196 |
Total Current Liabilities | 9,117,649 | 8,233,227 |
Non-Current Liabilities | ||
Federal relief loans | 150,000 | 150,000 |
Total Non-Current Liabilities | 150,000 | 150,000 |
Total Liabilities | 9,267,649 | 8,383,227 |
Equity (Deficit) | ||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized, 13,819,889 issued and outstanding as of June 30, 2024 and December 31, 2023. | 1,382 | 1,382 |
Additional paid-in-capital | 51,107,595 | 50,656,225 |
Accumulated deficit | (59,364,728) | (58,235,618) |
Total Equity (Deficit) | (8,255,751) | (7,578,011) |
Total Liabilities and Equity (Deficit) | $ 1,011,898 | $ 805,216 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Notes receivable, net of unamortized discount (in Dollars) | $ 56,650 | $ 56,650 |
Notes payable, net of unamortized discount (in Dollars) | 30,673 | 0 |
Convertible debt, net of unamortized discount (in Dollars) | $ 382,103 | $ 432,702 |
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 | 13,819,889 | 13,819,889 |
Common stock, shares outstanding | 13,819,889 | 13,819,889 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Net Revenue | $ 5 | $ 438 | |||
Cost of Goods Sold | 284 | 2,369 | |||
Gross loss | (279) | (1,931) | |||
General and administrative | 407,132 | 1,057,631 | 1,033,929 | 2,007,578 | |
Depreciation and amortization | 542 | 139,015 | 1,084 | 279,705 | |
Total Expense | 407,674 | 1,196,646 | 1,035,013 | 2,287,283 | |
Loss from Operations | (407,674) | (1,196,925) | (1,035,013) | (2,289,214) | |
Loss on convertible notes | (36,305) | (18,478) | (102,352) | (18,478) | |
Loss on disposal of assets | (2,600) | (2,600) | |||
Interest expense | (146,176) | (95,079) | (283,095) | (180,300) | |
Interest income | 7,997 | 11,279 | |||
Amortization of debt discount | (320,346) | (88,687) | (640,245) | (111,654) | |
Derivative liability movements | 107,547 | (1,252,682) | 923,488 | (311,932) | |
Loss before Income Taxes | (797,557) | (2,651,851) | (1,128,538) | (2,911,578) | |
Income Taxes | |||||
Net Loss after income taxes | (797,557) | (2,651,851) | (1,128,538) | (2,911,578) | |
Net loss from equity method investments | (88) | (1,381) | (572) | (1,381) | |
Net loss from continuing operations | (797,645) | (2,653,232) | (1,129,110) | (2,912,959) | |
Discontinued operations | |||||
Operating loss from discontinued operations | (25,561) | (40,821) | |||
Loss on disposal of subsidiary and investment | (495,424) | (495,424) | |||
Net loss from discontinued operations, total | (520,985) | (536,245) | |||
Net loss | (797,645) | (3,174,217) | (1,129,110) | (3,449,204) | |
Net loss attributable to non-controlling interest | 1,597 | ||||
Net loss attributable to Innovative Payment Solutions, Inc., stockholders | $ (797,645) | $ (3,174,217) | $ (1,129,110) | $ (3,447,607) | |
Basic and diluted loss per share* | |||||
Continuing operations Basic (in Dollars per share) | [1] | $ (0.06) | $ (0.21) | $ (0.08) | $ (0.23) |
Discontinued operations Basic (in Dollars per share) | [1] | (0.04) | (0.04) | ||
Earnings Per Share Basic (in Dollars per share) | $ (0.06) | $ (0.25) | $ (0.08) | $ (0.27) | |
Weighted Average Number of Shares Outstanding – Basic (in Shares) | 13,819,889 | 12,596,834 | 13,819,889 | 12,580,112 | |
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Continuing operations diluted | [1] | $ (0.6) | $ (0.21) | $ (0.08) | $ (0.23) |
Discontinued operations diluted | [1] | (0.04) | (0.04) | ||
Earnings Per Share diluted | $ (0.06) | $ (0.25) | $ (0.08) | $ (0.27) | |
Weighted Average Number of Shares Outstanding – Diluted (in Shares) | 13,819,889 | 12,596,834 | 13,819,889 | 12,580,112 | |
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | [1] | Additional Paid-in Capital | [1] | Accumulated Deficit | Non-controlling shareholders interest | Total |
Balance at Dec. 31, 2022 | $ 1,256 | $ 48,442,355 | $ (52,399,858) | $ 1,597 | $ (3,954,650) | |||
Balance (in Shares) at Dec. 31, 2022 | 12,563,426 | |||||||
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 | $ 1,256 | 48,824,882 | (52,673,248) | (3,847,110) | ||||
Balance (in Shares) at Mar. 31, 2023 | 12,563,426 | |||||||
Balance at Dec. 31, 2022 | $ 1,256 | 48,442,355 | (52,399,858) | 1,597 | (3,954,650) | |||
Balance (in Shares) at Dec. 31, 2022 | 12,563,426 | |||||||
Net loss | (3,449,204) | |||||||
Balance at Jun. 30, 2023 | $ 1,263 | 49,237,269 | (55,847,465) | (6,608,933) | ||||
Balance (in Shares) at Jun. 30, 2023 | 12,635,890 | |||||||
Balance at Mar. 31, 2023 | $ 1,256 | 48,824,882 | (52,673,248) | (3,847,110) | ||||
Balance (in Shares) at Mar. 31, 2023 | 12,563,426 | |||||||
Conversion of convertible debt | $ 7 | 43,471 | 43,478 | |||||
Conversion of convertible debt (in Shares) | 72,464 | |||||||
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 | $ 1,263 | 49,237,269 | (55,847,465) | (6,608,933) | ||||
Balance (in Shares) at Jun. 30, 2023 | 12,635,890 | |||||||
Balance at Dec. 31, 2023 | $ 1,382 | 50,656,225 | (58,235,618) | (7,578,011) | ||||
Balance (in Shares) at Dec. 31, 2023 | 13,819,889 | |||||||
Fair value of warrants issued to convertible debt holders | 44,813 | 44,813 | ||||||
Fair value of warrants issued on debt extinguishment | 66,047 | 66,047 | ||||||
Fair value of warrants issued for services | 36,207 | 36,207 | ||||||
Stock based compensation | 94,464 | 94,464 | ||||||
Net loss | (331,465) | (331,465) | ||||||
Balance at Mar. 31, 2024 | $ 1,382 | 50,897,756 | (58,567,083) | (7,667,945) | ||||
Balance (in Shares) at Mar. 31, 2024 | 13,819,889 | |||||||
Balance at Dec. 31, 2023 | $ 1,382 | 50,656,225 | (58,235,618) | (7,578,011) | ||||
Balance (in Shares) at Dec. 31, 2023 | 13,819,889 | |||||||
Net loss | (1,129,110) | |||||||
Balance at Jun. 30, 2024 | $ 1,382 | 51,107,595 | (59,364,728) | (8,255,751) | ||||
Balance (in Shares) at Jun. 30, 2024 | 13,819,889 | |||||||
Balance at Mar. 31, 2024 | $ 1,382 | 50,897,756 | (58,567,083) | (7,667,945) | ||||
Balance (in Shares) at Mar. 31, 2024 | 13,819,889 | |||||||
Fair value of warrants issued to convertible debt holders | 42,863 | 42,863 | ||||||
Fair value of warrants issued on debt extinguishment | 36,305 | 36,305 | ||||||
Fair value of warrants issued for services | 36,207 | 36,207 | ||||||
Stock based compensation | 94,464 | 94,464 | ||||||
Net loss | (797,645) | (797,645) | ||||||
Balance at Jun. 30, 2024 | $ 1,382 | $ 51,107,595 | $ (59,364,728) | $ (8,255,751) | ||||
Balance (in Shares) at Jun. 30, 2024 | 13,819,889 | |||||||
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,129,110) | $ (3,449,204) |
Net loss from discontinued operations | 536,245 | |
Net loss from continuing operations | (1,129,110) | (2,912,959) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Derivative liability movements | (923,488) | 311,932 |
Depreciation | 1,084 | 279,705 |
Amortization of debt discount | 640,245 | 111,654 |
Loss on conversion of debt to equity | 18,478 | |
Loss on convertible debt | 102,352 | |
Deemed interest income | (11,207) | |
Unrealized loss on equity method investments | 572 | 1,381 |
Warrants issued for services | 72,414 | 72,414 |
Stock based compensation | 188,928 | 188,928 |
Changes in Assets and Liabilities | ||
Receivable from equity method investments | (900) | (22,103) |
Receivable from disposal of subsidiary | 18,570 | |
Other current assets | 21,195 | 77,957 |
Accounts payable and accrued expenses | 426,727 | 659,490 |
Related party payables | 50,000 | |
Interest accruals | 247,793 | 176,107 |
Cash used in operating activities – continuing operations | (363,395) | (968,446) |
Cash provided by operating activities – discontinued operations | 35,287 | |
CASH USED IN OPERATING ACTIVITIES | (363,395) | (933,159) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in notes receivable | (188,333) | |
Investment in intangibles | (44,405) | |
Investment in equity method investment | (500) | (200,000) |
Net cash used in investing activities – continuing operations | (188,833) | (244,405) |
Net cash used in investing activities – discontinued operations | (36,231) | |
CASH USED IN INVESTING ACTIVITIES | (188,833) | (280,636) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 100,000 | |
Proceeds from convertible notes | 718,835 | 900,000 |
Repayment of convertible notes | (238,013) | (11,840) |
Repayment of federal relief loans | (2,342) | |
Net cash provided by financing activities – continuing operations | 580,822 | 885,818 |
Net cash provided by financing activities – discontinued operations | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 580,822 | 885,818 |
NET INCRERASE (DECREASE) IN CASH | 28,594 | (327,977) |
Cash and cash included in assets held for sale at the beginning of the period | 50,433 | 374,765 |
CASH AT END OF PERIOD | 79,027 | 46,788 |
RECONCILIATION OF OPENING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS | ||
Cash | 50,433 | 373,822 |
Cash included in assets held for sale | 943 | |
CASH AT THE BEGINNING OF THE PERIOD | 50,433 | 374,765 |
RECONCILIATION OF CLOSING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS | ||
Cash | 79,027 | 46,788 |
Cash included in assets held for sale | ||
CASH AT THE END OF THE PERIOD | 79,027 | 46,788 |
CASH PAID FOR INTEREST AND TAXES: | ||
Cash paid for income taxes | ||
Cash paid for interest | 35,302 | 4,191 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Fair value of warrants issued with convertible notes | 87,676 | 381,881 |
Conversion of convertible debt to equity | 25,000 | |
Fair value of warrants issued for equity method investments | $ 108,220 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 “Qpagos 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 Qpagos Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the Qpagos “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 Qpagos Merger Agreement, upon consummation of the Qpagos 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 Qpagos 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 Qpagos Merger. Prior to and as a condition to the closing of the Qpagos 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 stockholders of the Company retained 500,000 shares of Common Stock. Therefore, immediately following the Qpagos Merger, Qpagos Corporation’s former stockholders held 4,992,900 shares of Common Stock which represented approximately 91% of the outstanding Common Stock. The Qpagos 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. On June 21, 2021. the Company acquired a 10% strategic interest in Frictionless Financial Technologies, Inc. (“Frictionless”). 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 1,000,000 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 was a credit against potential future services to be provided by Frictionless to the Company in an amount up to $250,000. As a result of the novation agreement with Frictionless discussed below, the Company no longer utilizes, and does not expect to utilize, the services of Frictionless for the foreseeable future. The collectability of the remaining credit receivable of $231,431 has been impaired. On August 30, 2023, the Company implemented a 1 for 30 reverse stock split of its Common Stock. Unless the context expressly requires otherwise, as used in this Report, all share and per share numbers reflect such reverse stock split. On September 5, 2023, the Company’s entered into a novation agreement whereby it assigned all its rights and interest in its e-wallet product, IPSIPay, and its receivables and payables due from and to Frictionless, related to IPSIPay, to a third party in order to concentrate all of its efforts on the IPSIPay Express LLC (“IPSIPay Express”) joint venture. See note 1(b) for further information. b) Description of current business The Company is currently a fintech provider of digital payment solutions presently focused on, through its participation in IPSIPay Express, developing a new account-to-account payment application called Instant Settlement in RealTime as well as traditional credit card processing services. The Company has in the past (under the name IPSIPay) and may in the future develop and operate “e-wallets” that enable consumers to deposit cash, convert it into a digital form and remit funds quickly and securely. IPSIPay Express On April 28, 2023, the Company formed a new company called IPSIPay Express. This entity was formed as a Delaware limited liability company joint venture with OpenPath, Inc. (“OpenPath”) and EfinityPay, LLC (“EfinityPay”, and the Company, collectively with OpenPath and EfinityPay, the “Members”) 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 OpenPath 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.” Pursuant to the Operating Agreement, the Company 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 is required to 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 OpenPath 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 (1/3) of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or will 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 was paid in September 2023 and (iv) the third $500,000 Tranche was expected to be paid on or before November 30, 2023. In late 2023, the Company agreed with its joint venture partners that such investment was not required as the joint venture is not operational as yet. The need for any additional advances will be addressed with the joint venture partners once IPEX becomes operational and begins generating revenue, our current shareholding in the joint venture remains at 22%. Simultaneously with the funding of the initial Tranche, the Company issued to each of OpenPath and EfinityPay a five-year Common Stock purchase warrant (the “IPEX Warrant”) to purchase 133,334 shares of Common Stock with an exercise price of $0.45 per share. We are still obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 199,999 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. Simultaneously with the funding of the second Tranche, we are obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 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 Tranche. Should we decide to fund a third Tranche, we will be obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 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 third Tranche. If the full IPSI Capital Contribution is funded, OpenPath and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares of Common Stock. |
Accounting Policies and Estimat
Accounting Policies and Estimates | 6 Months Ended |
Jun. 30, 2024 | |
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 months and six months ended June 30, 2024 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Report should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024 and amended on April 17, 2024. 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 as of June 30, 2024, include the financial statements of the Company. The unaudited condensed consolidated financial statements as of June 30, 2023, include the financial statements of the Company and its subsidiary in which it has a majority voting interest, until May 12, 2023, the date of disposal of its Beyond Fintech subsidiary. Pursuant to the May 2023 Frictionless Agreement, the Company disposed of its 51% interest in Beyond Fintech. Therefore the Company currently has no subsidiaries. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. 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, convertible notes and amendments thereto, 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 a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s 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 and prospects are and will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. There are also significant risks and uncertainties associated with the Company’s proposed merger with Business Warrior Corporation, a Wyoming corporation (“Business Warrior”) (see Notes 6 and 19 for further information). Further, the ongoing wars in Ukraine and between Israel and Hamas and the global inflationary environment which has resulted in significant interest rate increases in the U.S and abroad has resulted in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities, which may have an adverse impact on its business and financial condition and may hamper the Company’s ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. g) Recent accounting pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended June 30, 2024. 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 unaudited condensed consolidated financial statements upon adoption. h) Reporting by Segment No segmental information is required as the Company has only 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the balance did not exceed federally insured limits. 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, 2024 and 2023. 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 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. 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 $0 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 management’s estimate of market value include, 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 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. 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, 2024 and December 31, 2023, 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. s) Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Liquidity Matters and Going Con
Liquidity Matters and Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
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 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 and as of the six months ended June 30, 2024, the Company had a net loss of $1.1 million In connection with preparing the unaudited condensed consolidated financial statements for the six months ended June 30, 2024, 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 period ended June 30, 2024 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. 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, the Company will be required to delay, and reduce the scope of 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 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 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, 2024 | |
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, 2024 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | 5 DISCONTINUED OPERATIONS In the prior year, effective May 12, 2023, the Company disposed of its investment in Beyond Fintech. 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, 2024 2023 2024 2023 Net Revenue $ - $ - $ - $ - Cost of Goods Sold - - - - Gross loss - - - - General and administrative - 25,561 - 40,821 Depreciation and amortization - - - - Total Expense - 25,561 - 40,821 Loss from operations before income taxes - (25,561 ) - (40,821 ) Income Taxes - - - - Loss from discontinued operations, net of taxation $ - $ (25,561 ) $ - $ (40,821 ) |
Loans Receivable
Loans Receivable | 6 Months Ended |
Jun. 30, 2024 | |
Loans Receivable [Abstract] | |
LOANS RECEIVABLE | 6 LOANS RECEIVABLE On February 22, 2024, the Company (utilizing a portion of the proceeds from the issuance of convertible notes) loaned funds to Business Warrior in the principal amount of $226,190, which includes an original issue discount equal to $67,857, for net proceeds to Business Warrior of $158,333. The loan is memorialized by a secured promissory note (the “Business Warrior Note”). The Business Warrior Note does not accrued interest, except in the case of an event of default, which case interest accrues at 15% per annum. The Business Warrior Note matures on the earlier to occur of December 31, 2025 and the date that Business Warrior securities are listed on a national securities exchange. The Business Warrior Note may be prepaid at any time for an amount equal to 110% of the then principal and accrued interest. The Company has the right to exchange the Business Warrior Note for securities issued by Business Warrior in any subsequent private placement by Business Warrior. The principal and accrued interest under Business Warrior Note is convertible into common stock of Business Warrior at a price equal to $0.0036 per share, subject to certain adjustments and potential resets. Business Warrior’s obligations under the Business Warrior Note are guaranteed by Business Warrior’s subsidiaries and secured by a lien on Business Warrior’s accounts receivable. The debt discount on the Business Warrior’s note is amortized as income utilizing the effective interest rate method. On June 19, 2024, the Company (utilizing a portion of the proceeds from the issuance of convertible notes) loaned additional funds to Business Warrior in the principal amount of $30,000 (the “June Business Warrior Note”). The June Business Warrior Note accrues interest at 8% per annum and matures on November 1, 2024. The June Business Warrior Note plus any accrued interest may be prepaid at any time without penalty. Loans receivable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, Business Warrior Corporation 0.0 % December 31, 2025 $ 226,190 $ - $ (56,650 ) $ 169,540 8.0 % November 1, 2024 30,000 72 - 30,072 Total convertible notes payable $ 256,190 $ 72 $ (56,650 ) $ 199,612 Disclosed as follows: Current portion of notes receivable $ 30,072 Long-term portion of notes receivable 169,540 $ 199,612 Discount amortized to income as deemed interest during the three months and six months ended June 30, 2024 was $7,925 and $11,207, respectively. Interest earned for the three and six months ended June 30, 2024 was $72. |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2024 | |
Intangibles [Abstract] | |
INTANGIBLES | 7 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. Prior to the disposal of Beyond Fintech to Frictionless the Company spent an additional 77,211 on the software to further enhance the Beyond Wallet product offering. On May 12, 2023, Beyond Fintech was sold to Frictionless. During the year ended December 31, 2021, the Company paid gross proceeds of $375,000 to Frictionless for the development of the IPSIPay wallet, prior to the novation of the rights and obligation to a third party, the company spent an additional $1,171,805 to facilitate the functioning of the IPSIPay software in the cloud environment. On September 5, 2023, the Company novated all its rights and obligations to its IPSIPay wallet to a third party. Amortization expense was $0 and $128,348 for the three months ended June 30, 2024 and 2023, respectively, and $0 and $254,204 for the six months ended June 30, 2024 and 2023, respectively. |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investment [Abstract] | |
EQUITY METHOD INVESTMENT | 8 EQUITY METHOD INVESTMENT On April 28, 2023, the Company formed IPSIPay Express with OpenPath and EFinityPay. As described in Note 1(b), the Company has agreed to make the IPSI Capital Contributions to IPSIPay Express. As of June 30, 2024, the initial Tranche of $500,000 and the second Tranche of $500,000 of 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, the movement in equity method investments related to IPSIPay Express for the period ended June 30, 2024 and December 31, 2023 is as follows: June 30, December 31, Cash contribution to IPSIPay Express $ 999,500 $ 999,000 Fair value of warrants issued to third party joint venture partners 108,220 108,220 1,107,720 1,107,220 Prior period equity loss from joint venture (403,282 ) (403,282 ) Current period equity income (loss) from joint venture (572 ) - $ 703,866 $ 703,938 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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 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 ) Remaining lease term – operating lease Monthly |
Federal Relief Loans
Federal Relief Loans | 6 Months Ended |
Jun. 30, 2024 | |
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 proceeds are to be used for working capital purposes to alleviate economic injury caused by the COVID-19 pandemic. The company has accrued interest of $7,788 and $9,369 on this loan as of June 30, 2024 and December 31, 2023, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 11 NOTES PAYABLE Notes payable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, December 31, Cavalry Fund I LP 10.00 % July 30, 2024 $ 482,000 $ 73,371 $ - $ 555,371 $ 531,004 Mercer Street Global Opportunity Fund, LLC 10.00 % July 30, 2024 482,000 73,371 - 555,371 531,003 2023 and 2024 notes 8.00 to 12.00 % February 28, 2025 to March 14, 2025 133,333 756 (30,673 ) 103,416 - Total notes payable $ 1,097,333 $ 147,498 $ (30,673 ) $ 1,214,158 $ 1,062,007 Interest expense totaled $25,123 and $24,368 for the three months ended June 30, 2024 and 2023, respectively, and $49,491 and $48,468 for the six months ended June 30, 2024 and 2023, respectively. Amortization of debt discount totaled $2,660 and $0 for the three months ended June 30, 2024 and 2023, respectively, and $2,660 and $0 for the six months ended June 30, 2024 and 2023, respectively. Cavalry Fund I LP and Mercer Street Global Opportunity Fund, LLC On February 16, 2021, the Company entered into separate Securities Purchase Agreements (the “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 “Notes” and each a “Note”) in the principal amount of $572,000 to each of Cavalry and Mercer; and (ii) five-year warrants (the “Original 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 terms of the December 30, 2022 Note Amendment Transaction, described in more detail in Note 9 below, 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”) to each of Cavalry and Mercer. This exchange caused the cancellation of the Original Warrants for all purposes. The Company accounted for the aggregate value of the notes issued of $964,000, less the fair value of the 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. On February 27, 2024, the maturity date of the notes was extended to April 30, 2024 with an automatic one-month extension each month until such time as the note is declared to be in default, all other terms remain the same as the previous notes. The Company performed an analysis in terms of ASC 470 and it was determined that the extension was a debt modification, in addition, no additional consideration was paid for the maturity date extension. 2024 Notes Between May 29, 2024 and June 14, 2024, the Company entered into two Securities Purchase Agreements with a single accredited investor (the “2024 Notes”), pursuant to which the Company issued two promissory notes totaling $133,333 for gross proceeds of $100,000, including an aggregate original issuance discount of $33,333. The 2023 Notes and the 2024 Notes mature between February 28, 2025 and March 14, 2025 and bear interest at 8.5% per annum. The 2024 Notes have restrictions relating to fundamental transactions which require the approval of the note holder, in addition the note holder has an optional redemption right on subsequent transactions that may require the Company to redeem all or part of the Note, at a premium of 120% of the cash amount of the Note, at the note holder’s discretion. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
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 100,000 shares of Common Stock at an exercise price of $4.50 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 $4.50 to $0.345 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 100,000 shares of Common Stock underlying the Extension Warrants was increased to 1,304,348 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 1,730,057 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 $1.80 per share or above were amended effective December 30, 2022 to reduce such forced exercise price to $1.20 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 $0.345 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 ASC 470, Debt Effective December 30, 2023, on February 27, 2024, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to April 30, 2024, with an automatic one-month extension each month until such time as the note is declared to be in default, other than the maturity date all other terms remained the same. The Company performed an analysis in terms of ASC 470 and it was determined that the extension was a debt modification, in addition, no additional consideration was paid for the maturity date extension. Convertible notes payable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, December 31, Cavalry Fund I LP 10.0 % April 30, 2024 $ 898,980 $ 55,687 $ - $ 954,667 $ 909,218 Mercer Street Global Opportunity Fund, LLC 10.0 % April 30, 2024 991,754 198,149 - 1,189,903 1,139,764 Red Road Holdings Corporation* 29.32 % June 15, 2024 - - - - 41,771 27.77 % July 30, 2024 18,050 363 (1,900 ) 16,513 18,683 32.04 % September 30, 2024 30,348 745 (9,796 ) 21,297 3,109 24.98 % December 30, 2024 88,500 5,604 (59,542 ) 34,562 - 24.51 % March 30, 2025 125,080 503 (122,830 ) 2,753 - Quick Capital, LLC* 11.12 % September 30, 2024 59,410 1,511 (6,640 ) 54,281 - 11.03 % November 28, 2024 57,144 1,417 (21,011 ) 37,550 - 2023 and 2024 convertible notes 8.0 to 12.0 % May 22, 2024 to February 21, 2025 2,435,001 178,752 (160,384 ) 2,453,369 1,591,735 Total convertible notes payable $ 4,704,267 $ 442,731 $ (382,103 ) $ 4,764,895 $ 3,704,280 * The Red Road Holdings Corporation and Quick Capital LLC, interest rates are an effective interest rate as these convertible notes have a fixed interest charge which is earned on the issuance date, regardless of when payments are made. Interest expense totaled $119,079 and $69,320 for the three months ended June 30, 2024 and 2023, respectively, and $229,848 and $129,057 for the six months ended June 30, 2024 and 2023, respectively. Amortization of debt discount totaled $317,686 The Cavalry, Mercer and Red Road Holdings 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 LP 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 82,899 shares of Common Stock at an initial exercise price of $7.20 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 100,000 shares of Common Stock at an exercise price of $4.50 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 $4.50 to $0.345 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. Between August 24, 2023 and November 20, 2023, Cavalry converted $139,726 of interest and $192,774 of interest into 963,769 shares of Common Stock at a conversion price of $0.345 per share realizing a loss on conversion of $42,210. On February 27, 2024, the maturity date of the notes was extended to April 30, 2024, with an automatic one-month extension each month until such time as the note is declared to be in default, all other terms remain the same as the previous notes. Based on an analysis performed in terms of ASC470, the amendment to the agreement was determined to be a debt modification, there were no expenses incurred on the amendment and interest will be accrued at the effective interest rate. The balance of the Cavalry Note plus accrued interest at June 30, 2024 was $954,667. 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 $6.90 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock at an initial exercise price of $7.20 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 100,000 shares of Common Stock at an exercise price of $4.50 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 $4.50 to $0.345 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. Between May 19, 2023 and August 30, 2023, Mercer converted an aggregate of $100,000 into 289,856 shares of Common Stock at a conversion price of $0.345 per share, realizing a loss on conversion of $48,551. On February 27, 2024, Mercer entered into a note amendment with the company extending the maturity date of the convertible note to April 30, 2024. with an automatic one-month extension each month until such time as the note is declared to be in default, all other terms remain the same as the previous notes. Based on an analysis performed in terms of ASC 470, the amendment to the agreement was determined to be a debt modification, there were no expenses incurred on the amendment and interest will be accrued at the effective interest rate. The balance of the Mercer Note plus accrued interest at June 30, 2024 was $1,189,903. Red Road Holdings Corporation ● On September 9, 2023, the Company closed a transaction with Red Road Holdings Corporation (“RRH”) pursuant to which the Company received net proceeds of $125,000, after an original issue discount and fees of $21,900 in exchange for the issuance of a $146,900 Convertible Note (“RRH Note 1”), bearing interest at 13%, which interest is earned on issuance of the note, an effective interest rate of 29.3%, and maturing on June 15, 2024. The RRH Note 1 has mandatory monthly repayments of $18,444 which commenced on October 14, 2023. The RRH Note 1 is convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. The RRH1 was repaid in full during the current quarter. ● On October 19, 2023, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $60,000, after an original issue discount and fees of $13,450 in exchange for the issuance of a $73,450 Convertible Note (“RRH Note 2”), bearing interest at 13%, which interest is earned on issuance of the note, an effective interest rate of 27.8%, and maturing on July 30, 2024. The RRH Note 2 has mandatory monthly repayments of $9,222 which commenced on November 30, 2023. The RRH Note 2 is 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 RRH Note 2 plus accrued interest at June 30, 2024 was $16,513, net of unamortized debt discount of $1,900. ● On December 20, 2023, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $13,250 in exchange for the issuance of a $63,250 Convertible Note (“RRH Note 3”), bearing interest at 15%, which interest is earned on issuance of the note, an effective interest rate of 32.0%, and maturing on September 30, 2024. The RRH Note 3 has mandatory monthly repayments of $8,082. The RRH Note 3 is 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 RRH Note 3 plus accrued interest at June 30, 2024 was $21,297, net of unamortized debt discount of $9,796. ● On April 2, 2024, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $70,000, after an original issue discount and fees of $18,500 in exchange for the issuance of a $88,500 Convertible Note (“RRH Note 4”), bearing interest at 15%, which interest is earned on issuance of the note, an effective interest rate of 24.98%, and maturing on December 30, 2024. The RRH Note 4 has mandatory repayments of $61,065 on September 30, 2024 and $13,570 per month on October 30, 2024, November 30, 2024 and December 30, 2024. The RRH Note 4 is convertible into shares of Common Stock at a variable conversion rate of 65% of the lowest trading price ten trading days before conversion. The balance of the RRH Note 4 plus accrued interest at June 30, 2024 was $34,562, net of unamortized debt discount of $59,542. ● On June 25, 2024, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $100,000, after an original issue discount and fees of $25,080 in exchange for the issuance of a $125,080 Convertible Note (“RRH Note 5”), bearing interest at 15%, which interest is earned on issuance of the note, an effective interest rate of 24.51%, and maturing on March 30, 2025. The RRH Note 4 has mandatory repayments of $93,498 on December 30, 2024 and $16,782 per month on January 30, 2025, February 28, 2025 and March 30, 2025. The RRH Note 5 is convertible into shares of Common Stock at a variable conversion rate of 65% of the lowest trading price ten trading days before conversion. The balance of the RRH Note 5 plus accrued interest at June 30, 2024 was $2,753, net of unamortized debt discount of $122,830. Quick Capital, LLC ● On March 4, 2024, the Company closed a transaction with Quick Capital, LLC pursuant to which the Company received net proceeds of $94,000, after an original issue discount and fees of $20,286 in exchange for the issuance of a $114,286 Convertible Note, bearing interest at an effective interest rate of 11.12% per annum, which interest is earned on issuance of the note, and maturing on September 4, 2024. The Note is convertible into shares of Common Stock at an initial conversion price of $0.345 per share, in addition, the Company issued a warrant exercisable for 357,764 shares of Common Stock at an initial exercise price of $0.345 per share. The balance of the Quick Capital note plus accrued interest at June 30, 2024 was $54,281, net of unamortized debt discount of $6,640. ● On May 28, 2024, the Company closed a transaction with Quick Capital, LLC pursuant to which the Company received net proceeds of $46,500, after an original issue discount and fees of $10,644 in exchange for the issuance of a $57,144 Convertible Note, bearing interest at an effective interest rate of 11.03% per annum, which interest is earned on issuance of the note, and maturing on November 28, 2024. The Note is convertible into shares of Common Stock at an initial conversion price of $0.345 per share, in addition, the Company issued a warrant exercisable for 178,882 shares of Common Stock at an initial exercise price of $0.345 per share. The balance of the Quick Capital note plus accrued interest at June 30, 2024 was $37,550, net of unamortized debt discount of $21,011. 2023 and 2024 Convertible Notes Between February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors (the “2023 Notes”), and between February 6, 2024 and May 3, 2024 (the “2024 Notes”), the Company entered into Securities Purchase Agreements with 7 accredited investors, pursuant to which the Company received an aggregate of $2,026,666 from the 2023 Notes and $408,335 from the 2024 Notes, in gross proceeds in private placements through the issuance of: ● Convertible Promissory Notes (the “2023 Notes and 2024 Notes”); and ● five-year warrants to purchase an aggregate 5,696,586 shares of Common Stock (the “2023 Warrants”) and an aggregate of 289,856 shares of Common Stock (the “2024 Warrants”), at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes and the 2024 Notes mature between 3.5 months and 12 months, bear interest at rates between 8% and 12% per annum and are convertible into shares of Common Stock at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes and 2024 Notes may be prepaid at any time without penalty. The Company is under no obligation to register the shares of Common Stock underlying the 2023 Notes and the 2024 Notes or the 2023 Warrants for public resale. The 2023 Notes, the 2024 Notes and the 2023 Warrants contain conversion limitations providing that a holder thereof may not convert the 2023 Notes and 2024 Notes or exercise the 2023 Warrants or the 2024 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. On December 14, 2023, two notes totaling $225,000 which matured on December 31, 2023 were rolled over for an additional 3 months to March 30, 2024. In exchange for the roll-over, the Company issued the note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share. On May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share. On March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024 by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares of Common Stock at an exercise price of $0.345 per share. The modification was assessed in terms of ASC 470 and determined to be a debt extinguishment, resulting in the warrant value of $66,047 being expensed as a loss on convertible notes. At June 30, 2024, notes with a principal amount of $390,000 and accrued interest thereon on $36,000 have matured. No further extensions on notes that have matured or are expected to mature prior to and subsequent to the date of this Report have been requested or granted. Pursuant to the Merger Agreement entered into with Business Warrior on July 28, 2024 and as a condition precedent to the consummation of the merger contemplated thereunder, the Company is negotiating with all of its convertible note holders to exchange such convertible notes for a newly issued Series A Convertible Preferred Stock of the Company. The terms of the exchange and such Series A Convertible Preferred Stock are still to be determined and are subject to Company stockholder approval. See Note 19 for further information. The balance of the 2023 Notes and the 2024 Notes plus accrued interest at June 30, 2024 was $2,453,369, net of unamortized debt discount of $160,384. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | 13 DERIVATIVE LIABILITY The convertible notes and warrants issued by the Company to Cavalry, Mercer and RRH as described in Note 12 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. Between September 12, 2023 and December 20, 2023, and between April 2, 2024 and June 25, 2024, the Company entered into a convertible note agreement with RRH 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 $416,317 and $268,873, respectively, but limited to the cash value of the convertible notes of $235,000 and $170,000, respectively, using a Black-Scholes valuation model. The net movement on the derivative liability for the three months ended June 30, 2024 was a net mark-to-market credit of $107,547 and for the six months ended June 30, 2024 was a net market credit of $923,488, determined by using a Black-Scholes valuation model. The following assumptions were used in the Black-Scholes valuation model: Three months Year ended Conversion price $ 0.0684 to $0.345 $ 0.104 to $0.345 Risk free interest rate 4.40 to 5.49 % 3.60 to 5.55 % Expected life of derivative liability 1 to 41 months 3.5 to 47 months Expected volatility of underlying stock 153.82 to 201.11 % 158.72 to 217.01 % Expected dividend rate 0 % 0 % The movement in derivative liability is as follows: June 30, December 31, Opening balance $ 1,434,196 $ 2,550,642 Derivative financial liability arising from convertible note and warrants 170,000 385,000 Fair value adjustment to derivative liability (923,488 ) (1,501,446 ) $ 680,708 $ 1,434,196 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
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 13,819,889 shares of Common Stock issued and outstanding as of June 30, 2024 and December 31, 2023. On May 19, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 72,464 shares of Common Stock for the conversion of $25,000 of convertible debt, refer Note 12 above. On August 16, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 72,464 shares of Common Stock for the conversion of $25,000 of convertible debt, refer Note 11 above. On August 24, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 173,914 shares of Common Stock for the conversion of $60,000 of interest on convertible debt, refer Note 11 above. On August 30, 2023, the Company effectuated a 1 for 30 reverse stock split, resulting in the issuance of an additional 2,838 shares to existing stockholders due to rounding of existing shareholdings. All share amounts disclosed in the unaudited condensed consolidated financial statements have been adjusted to reflect the Company’s 1 for 30 reverse stock split effectuated on August 30, 2023. On August 31, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 144,928 shares of Common Stock for the conversion of $50,000 of convertible debt, refer note 11 above. On November 8, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 289,855 shares of Common Stock for the conversion of $100,000 of convertible debt, refer note 11 above. On November 20, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 500,000 shares of Common Stock for the conversion of $172,500 of convertible debt, refer note 11 above. b. Restricted stock awards A summary of restricted stock activity during the period January 1, 2023 to June 30, 2024 is as follows: Total Weighted Total Weighted Total vested Weighted Outstanding January 1, 2023 783,167 $ 1.50 170,792 $ 1.47 612,375 $ 1.50 Granted and issued - - - - - - Forfeited/Cancelled - - - - - - Vested - - (170,792 ) (1.47 ) 170,792 1.47 Outstanding December 31, 2023 783,167 $ 1.50 - $ - 783,167 $ 1.50 Granted and issued - - - - - - Forfeited/Cancelled - - - - - - Vested - - - - - - Outstanding June 30, 2024 783,167 $ 1.50 - $ - 783,167 $ 1.50 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. The restricted stock granted, issued and exercisable at June 30, 2024 is as follows: Restricted Stock Grant date Price Number Granted* Weighted Average Fair Value per Share* $ 1.47 683,167 $ 1.47 $ 1.50 33,333 1.50 $ 1.65 66,667 1.65 783,167 $ 1.50 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. The Company has recorded an expense of $0 for the three and six months ended June 30, 2024 and 2023. 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, 2024 and December 31, 2023. d. Warrants Between February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 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 5,696,586 shares of the Common Stock at an exercise price of $0.345 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. On August 11, 2023, the company issued an investor a five-year replacement warrant for a warrant that had expired on February 13, 2023 exercisable for 33,334 shares of Common Stock at an exercise price of $1.50 per share. In connection with the formation of IPSIPay Express, the Company issued to each of the other venture partners, OpenPath and EfinityPay, IPEX Warrants to purchase an aggregate of 133,334 shares of Common Stock with an exercise of $0.45 per share. The Company is obligated to issue each of OpenPath and EfinityPay additional IPEX Warrants to purchase 199,999 shares of Common Stock at a price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the remaining initial Tranche. Simultaneously with the funding of the second Tranche in September 2023, the Company became obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 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 Tranche. Simultaneously with the funding of the third Tranche, the Company will issue to each of OpenPath and EfinityPay an additional IPEX warrant to purchase 166,667 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 third Tranche. If the full IPSI Capital Contribution is funded, OpenPath and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares of Common Stock. See note 1(b) above. As of the date of this Report, it is not expected that the full IPSI Capital Contribution will be required to be funded. On December 14, 2023, the maturity date of two notes totaling $225,000 which matured on December 31, 2023 were extended for an additional 3 months to March 30, 2024. In exchange for the maturity date extension, the Company issued the note holders five-year warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share. On May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share. During 2023, warrants exercisable for 33,334 shares expired as unexercised and an additional warrant exercisable for 1,000,000 shares of Common Stock was forfeited on the disposal of Frictionless and Beyond Fintech. On March 4, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor, as disclosed in note 12 above. In terms of the Securities Purchase Agreement, the Company issued a five-year warrant to purchase an aggregate of 357,764 shares of the Common Stock at an exercise price of $0.345 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 Note or the Warrant, for public resale. On March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024 by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares of Common Stock at an exercise price of $0.345 per share. On May 4, 2024, the maturity date of two notes totaling $ which originally matured on December 31, 2023 and which maturity dates were extended to March 30, 2024, on May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $ note was further extended to . In exchange for the maturity date extension, on June 14, 2024, the Company issued to note holders warrants exercisable for shares of Common Stock at an exercise price of $ The 2023 and 2024 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 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 ended Exercise price $ 0.345 Risk free interest rate 3.84 to 4.56 % Expected life 5 years Expected volatility of underlying stock 190.50 to 191.17 % Expected dividend rate 0 % A summary of warrant activity during the period January 1, 2023 to June 30, 2024 is as follows: Shares Exercise Weighted Outstanding January 1, 2023 5,186,376 $ 0.345 – 5.625 $ 0.9000 Granted 6,289,051 0.345 – 1.50 0.3556 Forfeited (33,334 ) 1.50 1.5000 Cancelled on disposal of investment in Frictionless and Beyond Fintech (1,000,000 ) 0.345 0.3450 Exercised - - - Outstanding December 31, 2023 10,442,093 $ 0.345 – 5.625 $ 0.6265 Granted 1,506,638 0.345 0.345 Forfeited - - - Exercised - - - Outstanding June 30, 2024 11,948,731 $ 0.345 – 5.625 $ 0.5910 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. The warrants outstanding and exercisable at June 30, 2024 are as follows: Warrants Outstanding* Warrants Exercisable* Exercise Price* Number Weighted Weighted Number Weighted Weighted $ 0.345 10,562,280 3.82 10,562,280 3.82 $ 0.450 266,668 3.98 266,668 3.98 $ 1.035 500,000 1.02 500,000 1.02 $ 1.500 33,334 4.12 33,334 4.12 $ 4.50 505,560 1.71 505,560 1.71 $ 5.625 80,889 1.71 80,889 1.71 11,948,731 3.61 $ 0.5910 11,948,731 $ 0.5910 3.61 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. The warrants outstanding have an intrinsic value of $0 as of June 30, 2024 and 2023. 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 26,667 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 1,766,667 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. During 2023, the Company cancelled options exercisable for 23,891 shares of Common Stock due to the previous resignation or termination of employees and officers whose stock options were not exercised in accordance with the terms allowed under the plan and were therefore canceled. A summary of option activity during the period January 1, 2023 to June 30, 2024 is as follows: Shares Exercise Weighted Outstanding January 1, 2023 1,543,891 $ 1.20 to 12.00 $ 4.47 Granted - - - Forfeited/Cancelled (23,889 ) $ 1.20 to 12.00 5.41 Exercised - - - Outstanding December 31, 2023 1,520,002 $ 1.20 to 12.00 $ 4.46 Granted - - - Forfeited/Cancelled (6,667 ) 1.20 1.20 Exercised - - - Outstanding June 30, 2024 1,513,335 $ 1.20 to 12.00 $ 4.47 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. The options outstanding and exercisable at June 30, 2024 are as follows: Options Outstanding* Options Exercisable* Exercise Price* Number Weighted Weighted Number Weighted Weighted $ 1.20 13,334 8.21 13,334 8.21 $ 4.50 1,500,001 7.44 1,472,224 7.45 1,513,335 7.45 $ 4.47 1,485,558 $ 4.47 7.45 The options outstanding have an intrinsic value of $0 as of June 30, 2024 and 2023. The option expense was $94,464 and $94,465 for the three months ended June 30, 2024 and 2023, respectively, and $188,928 and $188,928 for the six months ended June 30, 2024 and 2023, respectively. |
Loss on Convertible Notes
Loss on Convertible Notes | 6 Months Ended |
Jun. 30, 2024 | |
Loss on Convertible Notes [Abstract] | |
LOSS ON CONVERTIBLE NOTES | 15 LOSS ON CONVERTIBLE NOTES The loss on convertible notes consists of the following: Three months Three months Six months Six months June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Expense on extension of maturity date of convertible notes 36,305 - 102,352 - Loss on conversion of convertible notes - 18,478 18,478 36,305 18,478 102,352 18,478 On March 14, 2024, the Company extended the maturity date of 11 convertible notes which matured between February 13, 2024 and February 23, 2024 by six months and issued the note holders additional warrants exercisable for 387,673 shares of Common Stock, the modification of the terms and the issue of the new warrants was assessed as a debt extinguishment. On May 4, 2024, the maturity date of two notes totaling $ which originally matured on December 31, 2023 and which maturity dates were extended to March 30, 2024, on May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $ note was further extended to . In exchange for the maturity date extension, on June 14, 2024, the Company issued to note holders warrants exercisable for shares of Common Stock, the modification of the terms and the issue of the new warrants was assessed as a debt extinguishment. The debt extinguishments resulted in a charge of $36,305 and $102,352 for the three and six months ended June 30, 2024, respectively. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | 16 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number 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 and six months ended June 30, 2024 and 2023 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, 2024 and 2023 are as follows: Three and (Shares) Three and Convertible debt 17,120,766 10,016,110 Stock options 1,513,335 1,543,891 Warrants to purchase shares of Common Stock 11,948,731 6,630,882 30,582,832 18,190,883 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 17 RELATED PARTY TRANSACTIONS The following transactions were entered into with related parties during the six months ended June 30, 2024: William Corbett An option expense for options still vesting for Mr. Corbett was $66,587 for each of the three months ended June 30, 2024 and 2023, and $133,174 for each of the six months ended June 30, 2024 and 2023. Richard Rosenblum An option expense for options still vesting for Mr. Rosenblum was $27,877 for each of the three months ended June 30, 2024 and 2023 and $55,754 for each of the six months ended June 30, 2024 and 2023. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 18 COMMITMENTS AND CONTINGENCIES The Company has notes payable and convertible notes payable, disclosed under Notes 11 and 12 above, which had and have maturity dates between May 22, 2024 and May 3, 2025. The Company may settle certain of the notes payable, at its option by the issue of shares of its Common Stock 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, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19 SUBSEQUENT EVENTS Merger Agreement with Business Warrior On July 28, 2024, the Company entered into an Agreement and Plan of Merger (the “BW Merger Agreement”), by and among the Company, IPSI Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Merger Sub”) and Business Warrior. Pursuant to the BW Merger Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the BW Merger Agreement (the “Closing”), Merger Sub will merge with and into Business Warrior (the “BW Merger” and, together with the other transactions contemplated by the BW Merger Agreement, the “BW Transactions”), with Business Warrior continuing as the surviving Wyoming corporation in the BW Merger and a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the BW Merger Agreement, at the effective time of the BW Merger (the “Effective Time”): (i) each outstanding share of common stock, par value $0.0001 per share, of Business Warrior (“Business Warrior Common Stock”), other than treasury shares and shares as to which appraisal rights have been exercised, will be automatically converted into the right to receive a number of shares of Common Stock equal to the Applicable Per Share Portion (as defined in the BW Merger Agreement) of the BW Merger Consideration (as defined below), (ii) each outstanding share of preferred stock of Business Warrior (“Business Warrior Preferred Stock”), other than treasury shares and shares as to which appraisal rights have been exercised, will be automatically converted into the right to receive a number of shares of Common Stock equal to the Applicable Per Share Portion (as defined in the BW Merger Agreement) of the BW Merger Consideration (as defined below) had such share of Business Warrior Preferred Stock been converted into shares of Business Warrior Common Stock immediately prior to the Effective Time and (iii) any other options, warrants or rights to subscribe for or purchase any capital stock of Business Warrior or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Business Warrior, if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated. Merger Consideration Pursuant to the terms of the BW Merger Agreement, the consideration to be delivered to the holders of Business Warrior Common Stock and Business Warrior Preferred Stock in connection with the BW Merger Consideration (the “BW Merger Consideration”) will be a number of newly issued shares of Common Stock representing forty-five percent (45%) of the Common Stock outstanding immediately following the Closing, and after giving effect to the conversion, exercise or cancellation of the Business Warrior Preferred Stock and other Business Warrior securities referred to above. Representations and Warranties T Covenants of the Parties The BW Merger Agreement includes customary covenants of the parties with respect to, among others things, (i) operation of their respective businesses prior to consummation of the BW Merger and efforts to satisfy conditions to consummation of the BW Merger, (ii) access to information, (iii) cooperation in the preparation of the registration statement on Form S-4 (as may be amended or supplemented from time to time, the “Registration Statement”) which the Company is expected to file with the U.S. Securities and Exchange Commission (“SEC”) in connection with the BW Merger and the Transactions, (iv) use of reasonable best efforts to obtain regulatory approvals, (v) notification of the other party of certain breaches, (vi) Section 16 matters, (vii) indemnification of directors and officers and tail insurance and (viii) obtaining all requisite approvals of each party’s respective stockholders. Additionally, Business Warrior has agreed not to solicit or enter into a competing alternative transaction (an “Alternative Transactions”), subject to the fiduciary duties of the board of directors Business Warrior, in accordance with customary terms and provisions set forth in the BW Merger Agreement. The parties agreed to take all necessary actions to cause the Company’s board of directors immediately after Closing to consist of five directors, including: (i) two persons who are designated by the Company prior to Closing, (ii) two persons who are designated by Business Warrior prior to Closing and (iii) one person mutually agreed upon by the Company and Business Warrior. Conditions to Consummation of the Merger; Convertible Note Exchange Each party’s obligation to consummate the BW Merger is conditioned upon, among other things: (i) approval by the Company stockholders of the amendment to its certificate of incorporation (“the Company Stockholder Approval”), (ii) approval by Business Warrior stockholders of the BW Merger and related transactions and matters (“Business Warrior Stockholder Approval”), (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other requisite regulatory approval, (iv) the absence of any applicable law or order that makes illegal, or prohibits or prevents, the Transactions and (v) the Registration Statement having become effective in accordance with the provisions of the Securities Act of 1933, as amended (“Securities Act”). In addition, each party’s obligation to consummate the BW Merger is conditioned upon the following agreements being in full force and effect: (i) exchange agreements, to be entered into by and among the Company, Business Warrior and each holder of the outstanding convertible notes of the Company (the “Company Exchange Agreements”), pursuant to which each outstanding convertible note of the Company will be exchanged for shares of newly-issued shares of a newly designated Series A Convertible Preferred Stock of the Company (the “Company Series A Preferred”) and (ii) exchange agreements, to be entered into by and among the Company, Business Warrior and each holder of the outstanding convertible notes of Business Warrior (the “Business Warrior Exchange Agreements”), pursuant to which each outstanding convertible note of Business Warrior will be exchanged for shares of newly-issued shares of Company Series A Preferred. The designation of the Company Series A Preferred is subject to the Company Stockholder Approval. Further, as of the date of this Report, the terms of the Company Series A Preferred remain subject to negotiation between the Company, Business Warrior and the holders of such convertible notes. The Company and Business Warrior have certain convertible note holders in common. In addition, the Company’s obligation to consummate the BW Merger is conditioned upon, among other things: (i) the representations and warranties of Business Warrior being true and correct on and as of the Closing Date (as defined in the Merger Agreement) as if made on the Closing Date (subject to certain exceptions and an overall “Material Adverse Effect” standard), (ii) Business Warrior having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the BW Merger Agreement to be performed or complied with by it on or prior to the Closing Date and (iii) receipt by the Company of each Lock-Up Agreement (as defined below) and Employment Agreement (as defined in the BW Merger Agreement). Business Warrior’s obligation to consummate the BW Merger is further conditioned upon, among other things: (i) the representations and warranties of the Company being true and correct on and as of the Closing Date as if made on the Closing Date (subject to certain exceptions and an overall “Material Adverse Effect” standard) and (ii) the Company and Merger Sub having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the BW Merger Agreement to be performed or complied with by it on or prior to the Closing Date. Termination The BW Merger Agreement may be terminated at any time prior to the Effective Time by either the Company or Business Warrior if the BW Merger and related transactions are not consummated on or before the seven-month anniversary of the date of the Merger Agreement (the “Termination Date”), provided that the Termination Date shall be automatically extended to the nine-month anniversary of the BW Merger Agreement if the conditions to closing, other than receipt of the Company Stockholder Approval and Business Warrior Stockholder Approval, effectiveness of the Registration Statement and that the Company Exchange Agreements and Business Warrior Exchange Agreements are in full force and effect, have been satisfied. The BW Merger Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons (i) by mutual written consent of the Company and Business Warrior, (ii) by written notice by either the Company or Business Warrior if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the BW Merger, and such order or other action has become final and non-appealable, (iii) by written notice by Business Warrior of the Company’s or Merger Sub’s uncured breach of a representation, warranty, or covenant contained in the BW Merger Agreement that would cause the related condition to closing to not be satisfied, (iv) by written notice by the Company of Business Warrior’s uncured breach of a representation, warranty, or covenant contained in the BW Merger Agreement that would cause the related Closing condition to not be satisfied or a material breach of a Business Warrior Voting and Support Agreement (as defined below), (v) by either the Company or Business Warrior if Business Warrior holds its stockholder meeting to approve the BW Merger Agreement and the BW Merger, and Business Warrior Stockholder Approval is not obtained, (vi) by the Company if Business Warrior’s board of directors has failed to recommend or shall have withdrawn, amended or modified in any respect materially adverse to the Company its recommendation of the BW Merger Agreement or shall have recommended another proposal for an Alternative Transaction or accepted a Superior Proposal (as defined in the BW Merger Agreement) and (vii) by Business Warrior if, prior to receipt of Business Warrior Stockholder Approval, Business Warrior accepts a Superior Proposal, subject to the terms and conditions of the BW Merger Agreement. Governing Law The Merger Agreement is governed by the laws of the State of New York and the parties are subject to the jurisdiction of any New York state court or any federal court sitting in the State of New York in any action arising out of or relating to the Merger Agreement. Certain Agreements Related to the Merger Agreement Business Warrior Voting and Support Agreements In connection with the execution of the Merger Agreement, on July 29, 2024, certain stockholders of Business Warrior, including Rhett Doolittle and Jonathan Brooks, the Chief Executive Officer and President, respectively, of Business Warrior (the “Business Warrior Holders”) entered into support agreements with the Company (the “Business Warrior Voting and Support Agreements”), pursuant to which such Business Warrior Holders agreed, among other things, to vote all shares of capital stock of Business Warrior beneficially owned by the Business Warrior Holders (the “Business Warrior Shares”) in favor of the BW Merger and related transactions. Such Business Warrior Holders also agreed to take certain other actions in support of the BW Merger Agreement and related transactions (and any actions required in furtherance thereof) and refrain from taking actions that would adversely affect such Business Warrior Holders’ ability to perform their obligations under the Business Warrior Voting and Support Agreement. Pursuant to the Business Warrior Voting and Support Agreements, the Business Warrior Holders also agreed not to transfer the Business Warrior Shares during the period from and including the date of the Business Warrior Voting and Support Agreement and the first to occur of the Effective Time or the date on which the Business Warrior Support Agreement is terminated, except for certain permitted transfers where the recipient also agrees to comply with the Business Warrior Voting and Support Agreement. Lock-Up Agreements C Appointment of Executive Chairman and Removal of Chief Executive Officer On July 25, 2024, the Board, pursuant to the powers of the Board provided for under applicable Nevada law and the Company’s bylaws (the “Bylaws”), approved the creation of the new officer position of Executive Chairman. The Board appointed William D. Corbett, the current Chairman of the Board of the Company, to the office of Executive Chairman and removed Mr. Corbett as the Company’s Chief Executive Officer. On such date, the Board also approved the duties and responsibilities of the office of Executive Chairman. Also, on July 25, 2024, the Board, pursuant to the powers of the Board provided for under applicable Nevada law and the Bylaws, appointed Richard Rosenblum, the current President and Chief Financial Officer of the Company, as the Company’s “principal executive officer” for all general corporate purposes and for Securities and Exchange Commission reporting purposes. The Board also, in furtherance of Mr. Rosenblum’s appointment as principal executive officer of the Company, elected to leave the office of Chief Executive Officer of the Company unfilled. August 2024 Promissory Note On August 9, 2024, the Company entered into a Securities Purchase Agreement with a single accredited investor, pursuant to which the Company issued a promissory note with a principal amount totaling $88,889 for gross proceeds of $66,667, including an aggregate original issuance discount of $22,222. The note matures on May 9, 2025 and bears interest at 8% per annum. The note is convertible into shares of Common Stock at a conversion price of $0.10 per share at any time (which conversion price was then adjusted to $0.084 due to the note conversion described below). Note Conversion and Adjustment to Existing Notes and Warrants On August 9, 2024, the Company received a conversion notice from the holder of RRH Note 2 (see Note 12) pursuant to which $13,833 of the remaining principal, interest and late payment penalty under the RRH 2 Note was converted into 164,679 shares of Common Stock at a conversion price of $0.084 per share. As a result of the conversion of the RRH Note 2, all other outstanding promissory notes and warrants of the Company that contain price-based anti-dilution protection had the conversion prices of such notes and the exercise price of such warrants adjusted to $0.084 per share and certain warrants of the Company that contain “full ratchet” antidilution price protection had the number of shares exercisable for such warrants increased by the full rachet provision and the conversion prices of such warrants adjusted to $0.084 per share. Convertible notes with an aggregate principal and interest balance outstanding on August 9, 2024 of $2,165,578 have such price-based anti-dilution protection. Based on the conversion by the RRH Note 2 as described above, the conversion price of these notes will reset to $0.084, resulting in an increase in the potential amount of shares of Common Stock issuable on conversion from 6,277,036 to 25,780,685, an increase of 19,503,649. In addition, certain warrants exercisable for 3,145,342 shares of common stock at an exercise price of $0.345 per share, have a full rachet provision which results in an increase in the number of shares of Common Stock exercisable for such warrants by 9,773,027 to a total number of shares of Common Stock exercisable for such warrants of 12,918,369. In addition to this, certain warrants exercisable for 457,897 shares of common stock have exercise price protection which will reduce the exercise price of these warrants to $0.084 per share from $0.345 per share, resulting in a decrease in potential proceeds receivable from the exercise price of such warrants by $119,511. Other than the above, the Company has evaluated subsequent events through the date the financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (797,645) | $ (3,174,217) | $ (1,129,110) | $ (3,447,607) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 months and six months ended June 30, 2024 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Report should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024 and amended on April 17, 2024. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Principles of Consolidation | b) Principles of Consolidation The unaudited condensed consolidated financial statements as of June 30, 2024, include the financial statements of the Company. The unaudited condensed consolidated financial statements as of June 30, 2023, include the financial statements of the Company and its subsidiary in which it has a majority voting interest, until May 12, 2023, the date of disposal of its Beyond Fintech subsidiary. Pursuant to the May 2023 Frictionless Agreement, the Company disposed of its 51% interest in Beyond Fintech. Therefore the Company currently has no subsidiaries. All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
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, convertible notes and amendments thereto, 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 a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s 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 and prospects are and will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. There are also significant risks and uncertainties associated with the Company’s proposed merger with Business Warrior Corporation, a Wyoming corporation (“Business Warrior”) (see Notes 6 and 19 for further information). Further, the ongoing wars in Ukraine and between Israel and Hamas and the global inflationary environment which has resulted in significant interest rate increases in the U.S and abroad has resulted in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities, which may have an adverse impact on its business and financial condition and may hamper the Company’s ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. |
Recent accounting pronouncements | g) Recent accounting pronouncements The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended June 30, 2024. 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 unaudited condensed consolidated financial statements upon adoption. |
Reporting by Segment | h) Reporting by Segment No segmental information is required as the Company has only 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the balance did not exceed federally insured limits. |
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, 2024 and 2023. |
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 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. 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 $0 |
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 management’s estimate of market value include, 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 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Income Taxes | 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, 2024 and December 31, 2023, 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. |
Reclassification of prior year presentation | s) Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Accounting Policies and Estim_2
Accounting Policies and Estimates (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies and Estimates [Abstract] | |
Schedule of Estimated Useful Lives of the Assets | 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 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, 2024 | |
Disposal of Investment in Frictionless and Beyond Fintech [Abstract] | |
Schedule of Assets and Liabilities Disposed | 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, 2024 | |
Discontinued Operations [Abstract] | |
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, 2024 2023 2024 2023 Net Revenue $ - $ - $ - $ - Cost of Goods Sold - - - - Gross loss - - - - General and administrative - 25,561 - 40,821 Depreciation and amortization - - - - Total Expense - 25,561 - 40,821 Loss from operations before income taxes - (25,561 ) - (40,821 ) Income Taxes - - - - Loss from discontinued operations, net of taxation $ - $ (25,561 ) $ - $ (40,821 ) |
Loans Receivable (Tables)
Loans Receivable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loans Receivable [Abstract] | |
Schedule of Loans Receivable | Loans receivable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, Business Warrior Corporation 0.0 % December 31, 2025 $ 226,190 $ - $ (56,650 ) $ 169,540 8.0 % November 1, 2024 30,000 72 - 30,072 Total convertible notes payable $ 256,190 $ 72 $ (56,650 ) $ 199,612 Disclosed as follows: Current portion of notes receivable $ 30,072 Long-term portion of notes receivable 169,540 $ 199,612 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, the movement in equity method investments related to IPSIPay Express for the period ended June 30, 2024 and December 31, 2023 is as follows: June 30, December 31, Cash contribution to IPSIPay Express $ 999,500 $ 999,000 Fair value of warrants issued to third party joint venture partners 108,220 108,220 1,107,720 1,107,220 Prior period equity loss from joint venture (403,282 ) (403,282 ) Current period equity income (loss) from joint venture (572 ) - $ 703,866 $ 703,938 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Total Lease Cost Incurred | Six months Six months Operating lease expense $ - $ 30,528 Six months Six months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ - $ (30,528 ) Remaining lease term – operating lease Monthly |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: Description Interest Maturity Principal Accrued Unamortized June 30, December 31, Cavalry Fund I LP 10.00 % July 30, 2024 $ 482,000 $ 73,371 $ - $ 555,371 $ 531,004 Mercer Street Global Opportunity Fund, LLC 10.00 % July 30, 2024 482,000 73,371 - 555,371 531,003 2023 and 2024 notes 8.00 to 12.00 % February 28, 2025 to March 14, 2025 133,333 756 (30,673 ) 103,416 - Total notes payable $ 1,097,333 $ 147,498 $ (30,673 ) $ 1,214,158 $ 1,062,007 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 10.0 % April 30, 2024 $ 898,980 $ 55,687 $ - $ 954,667 $ 909,218 Mercer Street Global Opportunity Fund, LLC 10.0 % April 30, 2024 991,754 198,149 - 1,189,903 1,139,764 Red Road Holdings Corporation* 29.32 % June 15, 2024 - - - - 41,771 27.77 % July 30, 2024 18,050 363 (1,900 ) 16,513 18,683 32.04 % September 30, 2024 30,348 745 (9,796 ) 21,297 3,109 24.98 % December 30, 2024 88,500 5,604 (59,542 ) 34,562 - 24.51 % March 30, 2025 125,080 503 (122,830 ) 2,753 - Quick Capital, LLC* 11.12 % September 30, 2024 59,410 1,511 (6,640 ) 54,281 - 11.03 % November 28, 2024 57,144 1,417 (21,011 ) 37,550 - 2023 and 2024 convertible notes 8.0 to 12.0 % May 22, 2024 to February 21, 2025 2,435,001 178,752 (160,384 ) 2,453,369 1,591,735 Total convertible notes payable $ 4,704,267 $ 442,731 $ (382,103 ) $ 4,764,895 $ 3,704,280 * The Red Road Holdings Corporation and Quick Capital LLC, interest rates are an effective interest rate as these convertible notes have a fixed interest charge which is earned on the issuance date, regardless of when payments are made. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: Three months Year ended Conversion price $ 0.0684 to $0.345 $ 0.104 to $0.345 Risk free interest rate 4.40 to 5.49 % 3.60 to 5.55 % Expected life of derivative liability 1 to 41 months 3.5 to 47 months Expected volatility of underlying stock 153.82 to 201.11 % 158.72 to 217.01 % 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 $ 1,434,196 $ 2,550,642 Derivative financial liability arising from convertible note and warrants 170,000 385,000 Fair value adjustment to derivative liability (923,488 ) (1,501,446 ) $ 680,708 $ 1,434,196 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Equity [Abstract] | |
Schedule of Restricted Stock Activity | A summary of restricted stock activity during the period January 1, 2023 to June 30, 2024 is as follows: Total Weighted Total Weighted Total vested Weighted Outstanding January 1, 2023 783,167 $ 1.50 170,792 $ 1.47 612,375 $ 1.50 Granted and issued - - - - - - Forfeited/Cancelled - - - - - - Vested - - (170,792 ) (1.47 ) 170,792 1.47 Outstanding December 31, 2023 783,167 $ 1.50 - $ - 783,167 $ 1.50 Granted and issued - - - - - - Forfeited/Cancelled - - - - - - Vested - - - - - - Outstanding June 30, 2024 783,167 $ 1.50 - $ - 783,167 $ 1.50 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Schedule of Restricted Stock Granted Issued and Exercisable | The restricted stock granted, issued and exercisable at June 30, 2024 is as follows: Restricted Stock Grant date Price Number Granted* Weighted Average Fair Value per Share* $ 1.47 683,167 $ 1.47 $ 1.50 33,333 1.50 $ 1.65 66,667 1.65 783,167 $ 1.50 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Schedule of Fair Value of the Warrants Granted and Issued | 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 ended Exercise price $ 0.345 Risk free interest rate 3.84 to 4.56 % Expected life 5 years Expected volatility of underlying stock 190.50 to 191.17 % Expected dividend rate 0 % |
Schedule of Warrant Activity | A summary of warrant activity during the period January 1, 2023 to June 30, 2024 is as follows: Shares Exercise Weighted Outstanding January 1, 2023 5,186,376 $ 0.345 – 5.625 $ 0.9000 Granted 6,289,051 0.345 – 1.50 0.3556 Forfeited (33,334 ) 1.50 1.5000 Cancelled on disposal of investment in Frictionless and Beyond Fintech (1,000,000 ) 0.345 0.3450 Exercised - - - Outstanding December 31, 2023 10,442,093 $ 0.345 – 5.625 $ 0.6265 Granted 1,506,638 0.345 0.345 Forfeited - - - Exercised - - - Outstanding June 30, 2024 11,948,731 $ 0.345 – 5.625 $ 0.5910 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Schedule of Warrants Outstanding and Exercisable | The warrants outstanding and exercisable at June 30, 2024 are as follows: Warrants Outstanding* Warrants Exercisable* Exercise Price* Number Weighted Weighted Number Weighted Weighted $ 0.345 10,562,280 3.82 10,562,280 3.82 $ 0.450 266,668 3.98 266,668 3.98 $ 1.035 500,000 1.02 500,000 1.02 $ 1.500 33,334 4.12 33,334 4.12 $ 4.50 505,560 1.71 505,560 1.71 $ 5.625 80,889 1.71 80,889 1.71 11,948,731 3.61 $ 0.5910 11,948,731 $ 0.5910 3.61 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Schedule of Option Activity | A summary of option activity during the period January 1, 2023 to June 30, 2024 is as follows: Shares Exercise Weighted Outstanding January 1, 2023 1,543,891 $ 1.20 to 12.00 $ 4.47 Granted - - - Forfeited/Cancelled (23,889 ) $ 1.20 to 12.00 5.41 Exercised - - - Outstanding December 31, 2023 1,520,002 $ 1.20 to 12.00 $ 4.46 Granted - - - Forfeited/Cancelled (6,667 ) 1.20 1.20 Exercised - - - Outstanding June 30, 2024 1,513,335 $ 1.20 to 12.00 $ 4.47 * After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Schedule of Options Outstanding and Exercisable | The options outstanding and exercisable at June 30, 2024 are as follows: Options Outstanding* Options Exercisable* Exercise Price* Number Weighted Weighted Number Weighted Weighted $ 1.20 13,334 8.21 13,334 8.21 $ 4.50 1,500,001 7.44 1,472,224 7.45 1,513,335 7.45 $ 4.47 1,485,558 $ 4.47 7.45 |
Loss on Convertible Notes (Tabl
Loss on Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loss on Convertible Notes [Abstract] | |
Schedule of the Loss on Convertible Notes | The loss on convertible notes consists of the following: Three months Three months Six months Six months June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Expense on extension of maturity date of convertible notes 36,305 - 102,352 - Loss on conversion of convertible notes - 18,478 18,478 36,305 18,478 102,352 18,478 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Net Loss Per Share [Abstract] | |
Schedule of Anti-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, 2024 and 2023 are as follows: Three and (Shares) Three and Convertible debt 17,120,766 10,016,110 Stock options 1,513,335 1,543,891 Warrants to purchase shares of Common Stock 11,948,731 6,630,882 30,582,832 18,190,883 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||||
Nov. 30, 2023 | Sep. 30, 2023 | Aug. 11, 2023 | Aug. 04, 2023 | Jun. 21, 2023 | May 12, 2023 | Dec. 30, 2022 | Aug. 26, 2021 | Jun. 21, 2021 | Dec. 31, 2019 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 01, 2019 | |
Organization and Description of Business [Line Items] | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Aggregate shares of common stock | 621,920 | |||||||||||||||
Aggregate of shares | 2,500 | 2,500 | ||||||||||||||
Retained shares of common stock | 500,000 | |||||||||||||||
Shares percentage | 9% | |||||||||||||||
Percentage of remaining shares owned | 49% | |||||||||||||||
Number of warrant purchase | 1,000,000 | |||||||||||||||
Credit consideration amount (in Dollars) | $ 250,000 | |||||||||||||||
Credit receivables (in Dollars) | $ 231,431 | |||||||||||||||
Capital contribution (in Dollars) | $ 1,500,000 | |||||||||||||||
Percentage of membership interest | 11.11% | 11.11% | ||||||||||||||
Payments (in Dollars) | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Joint venture percentage | 22% | |||||||||||||||
Shares of common stock | 1,333,334 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 1.2 | |||||||||||||||
IPEX Warrant [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Shares of common stock | 133,334 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.45 | |||||||||||||||
Beyond Fintech Inc [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Ownership percentage | 51% | 51% | 51% | |||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Payments (in Dollars) | $ 300,000 | |||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Payments (in Dollars) | $ 500,000 | |||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Payments (in Dollars) | $ 500,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Aggregate of shares | 320,477,867 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Aggregate of shares | 32,047,817 | |||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Stock purchase agreement | 2,250,000 | |||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Acquired interest | 1% | |||||||||||||||
Qpagos Corporation’s Capital Stock [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 4,992,900 | |||||||||||||||
Vivi Holdings, Inc [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Exchange shares | 2,250,000 | |||||||||||||||
Gaston Pereira [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Shares percentage | 5% | |||||||||||||||
Andrey Novikov [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Shares percentage | 2.50% | |||||||||||||||
Joseph Abrams [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Shares percentage | 1.50% | |||||||||||||||
Frictionless Financial Technologies, Inc.[Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Variable interest entity ownership percentage | 10% | |||||||||||||||
Common stock outstanding percentage | 41% | |||||||||||||||
Purchase price (in Dollars) | $ 300,000 | |||||||||||||||
Three Tranches [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Capital contribution (in Dollars) | $ 500,000 | |||||||||||||||
Tranche [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Payments (in Dollars) | $ 200,000 | |||||||||||||||
Shares of common stock | 199,999 | |||||||||||||||
Second Tranche [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Shares of common stock | 166,667 | |||||||||||||||
Third Tranche [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Shares of common stock | 166,667 | |||||||||||||||
Innovative Payment Solutions, Inc [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Date of incorporation | May 12, 2016 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock shares holder current | 500,000 | 500,000 | ||||||||||||||
Common stock outstanding, percentage | 91% | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 1.5 | |||||||||||||||
Common Stock [Member] | Qpagos Corporation’s Capital Stock [Member] | ||||||||||||||||
Organization and Description of Business [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 497,500 |
Accounting Policies and Estim_3
Accounting Policies and Estimates (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Aug. 26, 2021 | |
Accounting Policies and Estimates [Abstract] | |||||
Operating segment | 1 | ||||
Plant and equipment costs | $ 1,000 | $ 1,000 | |||
Revenues | $ 5 | $ 438 | |||
Beyond Fintech Inc. [Member] | |||||
Accounting Policies and Estimates [Abstract] | |||||
Ownership percentage | 51% | 51% | 51% | ||
Long Term Investment [Member] | |||||
Accounting Policies and Estimates [Abstract] | |||||
Ownership percentage | 20% | 20% |
Accounting Policies and Estim_4
Accounting Policies and Estimates (Details) - Schedule of Estimated Useful Lives of the Assets | Jun. 30, 2024 |
Computer Equipment [Member] | |
Schedule of Estimated Useful Lives of the Assets [Line Items] | |
Estimated Useful Life | 3 years |
Office Equipment [Member] | |
Schedule of Estimated Useful Lives of the Assets [Line Items] | |
Estimated Useful Life | 10 years |
Liquidity Matters and Going C_2
Liquidity Matters and Going Concern (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Liquidity Matters and Going Concern [Member] | |
Liquidity Matters and Going Concern [Line Items] | |
Net loss | $ (1.1) |
Disposal of Investment in Fri_3
Disposal of Investment in Frictionless and Beyond Fintech (Details) - USD ($) | May 12, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 26, 2021 |
Disposal of Investment in Frictionless and Beyond Fintech [Line Items] | ||||
Common stock previously issued (in Shares) | 13,819,889 | 13,819,889 | ||
Credits against invoices percent | 20% | |||
Frictionless Financial Technologies, Inc.[Member] | ||||
Disposal of Investment in Frictionless and Beyond Fintech [Line Items] | ||||
Common stock previously issued (in Shares) | 30,000,000 | |||
Frictionless Financial Technologies, Inc.[Member] | ||||
Disposal of Investment in Frictionless and Beyond Fintech [Line Items] | ||||
Ownership interest | 10% | 49% | ||
Shares coverted amount (in Dollars) | $ 250,000 | |||
Beyond Fintech [Member] | ||||
Disposal of Investment in Frictionless and Beyond Fintech [Line Items] | ||||
Ownership interest | 51% | 51% |
Disposal of Investment in Fri_4
Disposal of Investment in Frictionless and Beyond Fintech (Details) - Schedule of Assets and Liabilities Disposed - Assets and Liabilities Disposed [Member] | 6 Months Ended |
Jun. 30, 2024 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 Statement of Operations from Discontinued Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Statement of Operations From Discontinued Operations [Abstract] | ||||
Net Revenue | ||||
Cost of Goods Sold | ||||
Gross loss | ||||
General and administrative | 25,561 | 40,821 | ||
Depreciation and amortization | ||||
Total Expense | 25,561 | 40,821 | ||
Loss from operations before income taxes | (25,561) | (40,821) | ||
Income Taxes | ||||
Loss from discontinued operations, net of taxation | $ (25,561) | $ (40,821) |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 19, 2024 | Feb. 22, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 04, 2024 | Dec. 14, 2023 | |
Loans Receivable [Line Items] | |||||||
Principal amount | $ 25,000 | $ 225,000 | |||||
Original issue discount equal | $ 67,857 | ||||||
Net proceeds from issuance of convertible notes | $ 158,333 | ||||||
Percentage of amount equals prepayment of note | 110% | ||||||
Deemed interest | $ 7,925 | $ 11,207 | |||||
Interest earned | $ 72 | $ 72 | |||||
BZWR Note [Member] | |||||||
Loans Receivable [Line Items] | |||||||
Principal amount | $ 226,190 | ||||||
Interest accrues percentage | 15% | ||||||
Loaned funds | $ 30,000 | ||||||
Business Warrior Corporation [Member] | |||||||
Loans Receivable [Line Items] | |||||||
Interest accrues percentage | 8% | ||||||
Common Stock [Member] | BZWR Note [Member] | |||||||
Loans Receivable [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 0.0036 |
Loans Receivable (Details) - Sc
Loans Receivable (Details) - Schedule of Loans Receivable - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Loans Receivable [Line Items] | ||
Amount, net | $ 169,540 | |
Disclosed as follows: | ||
Current portion of notes receivable | 30,072 | |
Long-term portion of notes receivable | 169,540 | |
Total convertible notes payable, Amount, net | $ 199,612 | |
Business Warrior Corporation [Member] | ||
Loans Receivable [Line Items] | ||
Interest Rate | 0% | |
Maturity date | Dec. 31, 2025 | |
Principal | $ 226,190 | |
Accrued Interest | ||
Unamortized debt discount | (56,650) | |
Amount, net | 169,540 | |
Disclosed as follows: | ||
Long-term portion of notes receivable | $ 169,540 | |
Loans Receivables [Member] | ||
Loans Receivable [Line Items] | ||
Interest Rate | 8% | |
Maturity date | Nov. 01, 2024 | |
Principal | $ 30,000 | |
Accrued Interest | 72 | |
Unamortized debt discount | ||
Amount, net | 30,072 | |
Disclosed as follows: | ||
Long-term portion of notes receivable | 30,072 | |
Convertible Notes Payable [Member] | Loans Receivables [Member] | ||
Loans Receivable [Line Items] | ||
Principal | 256,190 | |
Accrued Interest | 72 | |
Unamortized debt discount | (56,650) | |
Amount, net | 199,612 | |
Disclosed as follows: | ||
Long-term portion of notes receivable | $ 199,612 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 26, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2021 | May 12, 2023 | |
Intangibles [Line Items] | |||||||
Gross proceeds | $ 250,000 | $ 375,000 | |||||
Additional amount for aquisition | $ 77,211 | $ 1,171,805 | |||||
Amortization expense | $ 0 | $ 128,348 | $ 0 | $ 254,204 | |||
Beyond Fintech [Member] | |||||||
Intangibles [Line Items] | |||||||
Ownership percentage | 51% | 51% | |||||
Frictionless [Member] | |||||||
Intangibles [Line Items] | |||||||
Ownership percentage | 49% | 10% |
Equity Method Investment (Detai
Equity Method Investment (Details) | Jun. 30, 2024 USD ($) |
Equity Method Investment [Abstract] | |
Capital contribution initial tranche amount | $ 500,000 |
Capital contribution second tranche amount | $ 500,000 |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of Equity Method Investments - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments [Abstract] | ||
Cash contribution to IPSIPay Express | $ 999,500 | $ 999,000 |
Fair value of warrants issued to third party joint venture partners | 108,220 | 108,220 |
Equity total | 1,107,720 | 1,107,220 |
Prior period equity loss from joint venture | (403,282) | (403,282) |
Current period equity income (loss) from joint venture | (572) | |
Joint venture total | $ 703,866 | $ 703,938 |
Leases (Details)
Leases (Details) - USD ($) | 6 Months Ended | |
Jan. 01, 2023 | Jun. 30, 2024 | |
Leases [Abstract] | ||
Lease, description | The lease commenced on April 1, 2021 and is for a twelve-month period, terminating on April 1, 2022. | |
Rent payments | $ 5,088 | $ 4,800 |
Schedule of Total Lease Cost In
Schedule of Total Lease Cost Incurred (Details) - Schedule of Total Lease Cost Incurred - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Disclosure Text Block Abstract | ||
Operating Lease, Payments | $ 30,528 | |
Operating Lease, Payments, Use | $ 30,528 | |
Operating Lease, Cost | $ 30,528 |
Federal Relief Loans (Details)
Federal Relief Loans (Details) - Small Business Economic Injury Disaster Loan [Member] - USD ($) | Jul. 07, 2020 | Jun. 30, 2024 | Dec. 31, 2023 |
Federal Relief Loans [Line Items] | |||
Loan amount | $ 150,000 | ||
Interest rate | 3.75% | ||
Loan monthly payment | $ 731 | ||
Federal relief loans | $ 7,788 | $ 9,369 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Feb. 16, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 04, 2024 | Dec. 14, 2023 | Nov. 27, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 25,123 | $ 24,368 | $ 49,491 | $ 48,468 | |||||
Amortization of debt discount | $ 2,660 | $ 0 | 2,660 | $ 0 | |||||
Exercise price (in Dollars per share) | $ 0.345 | ||||||||
Non-convertible promissory notes | $ 482,000 | ||||||||
Warrant [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or right number of securities called by warrants | $ 2,486,957 | ||||||||
Exercise price (in Dollars per share) | $ 0.345 | $ 0.345 | |||||||
Warrants | $ 43,608 | ||||||||
Cavalry and Mercer [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 12.50% | ||||||||
Debt principal amount | $ 572,000 | ||||||||
Amendment Transaction [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 10% | ||||||||
Maturity date | Dec. 30, 2023 | ||||||||
Conversion shares issued (in Shares) | 51,901,711 | ||||||||
2024 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issued amount | $ 133,333 | ||||||||
Gross proceeds | 100,000 | ||||||||
Aggregate original issue discount | $ 33,333 | ||||||||
Bear interest, percentage | 8.50% | 8.50% | |||||||
Premium cash amount | 120% | ||||||||
Amendment Transaction [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Non-convertible promissory notes | $ 482,000 | ||||||||
Notes issued | $ 964,000 | ||||||||
Cavalry Fund I LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Company received | 500,500 | ||||||||
Debt principal amount | $ 898,980 | 898,980 | |||||||
Mercer Street Global Opportunity Fund, LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Company received | $ 500,500 | ||||||||
Debt principal amount | 991,754 | 991,754 | |||||||
Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible debt | $ 920,392 | $ 920,392 | |||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.345 | ||||||||
Common Stock [Member] | Warrant [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.24 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Notes Payable - Note Payable [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Notes Payable [Line Items] | ||
Principal | $ 1,097,333 | |
Accrued Interest | 147,498 | |
Unamortized debt discount | (30,673) | |
Amount, net | $ 1,214,158 | $ 1,062,007 |
Cavalry Fund I LP [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Interest Rate | 10% | |
Maturity date | Jul. 30, 2024 | |
Principal | $ 482,000 | |
Accrued Interest | 73,371 | |
Unamortized debt discount | ||
Amount, net | $ 555,371 | 531,004 |
Mercer Street Global Opportunity Fund, LLC [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Interest Rate | 10% | |
Maturity date | Jul. 30, 2024 | |
Principal | $ 482,000 | |
Accrued Interest | 73,371 | |
Unamortized debt discount | ||
Amount, net | 555,371 | 531,003 |
2023 and 2024 notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Principal | 133,333 | |
Accrued Interest | 756 | |
Unamortized debt discount | (30,673) | |
Amount, net | $ 103,416 | |
Maturity date | February 28, 2025 to March 14, 2025 | |
2023 and 2024 notes [Member] | Minimum [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Interest Rate | 8% | |
2023 and 2024 notes [Member] | Maximum [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Interest Rate | 12% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Mar. 30, 2025 | Feb. 28, 2025 | Jan. 30, 2025 | Dec. 31, 2024 | Dec. 30, 2024 | Nov. 30, 2024 | Oct. 30, 2024 | Sep. 30, 2024 | Jun. 25, 2024 | May 28, 2024 | Apr. 02, 2024 | Mar. 14, 2024 | Mar. 04, 2024 | Nov. 30, 2023 | Nov. 20, 2023 | Oct. 19, 2023 | Oct. 14, 2023 | Sep. 09, 2023 | Aug. 30, 2023 | Aug. 24, 2023 | May 19, 2023 | Mar. 14, 2023 | Dec. 30, 2022 | Dec. 28, 2022 | Feb. 03, 2022 | Feb. 16, 2021 | Dec. 20, 2023 | Jun. 20, 2023 | Nov. 16, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 04, 2024 | Dec. 14, 2023 | Nov. 27, 2023 | Feb. 13, 2023 | |||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrant exercisable (in Shares) | 1,304,348 | 1,304,348 | 5,696,586 | |||||||||||||||||||||||||||||||||||||
Non-convertible promissory notes | $ 482,000 | |||||||||||||||||||||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 1.8 | |||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | 1.2 | |||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 2,264,784 | |||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 836,414 | |||||||||||||||||||||||||||||||||||||||
Black-scholes valuation model | 1,499,577 | |||||||||||||||||||||||||||||||||||||||
Convertible note holders | $ 238,182 | $ 238,182 | ||||||||||||||||||||||||||||||||||||||
Warrant share (in Shares) | 43,608 | 43,608 | ||||||||||||||||||||||||||||||||||||||
Value of notes | $ 964,000 | $ 964,000 | ||||||||||||||||||||||||||||||||||||||
Holders amount | 841,003 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 25,123 | $ 24,368 | 49,491 | $ 48,468 | ||||||||||||||||||||||||||||||||||||
Common stock conversion price (in Shares) | 387,673 | 963,769 | 963,769 | |||||||||||||||||||||||||||||||||||||
Loss on conversion | $ 42,210 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 30,673 | $ 30,673 | $ 0 | |||||||||||||||||||||||||||||||||||||
Aggregate of shares (in Shares) | 2,500 | 2,500 | ||||||||||||||||||||||||||||||||||||||
Beneficially own of percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||
Limitation exceeds of percentage | 9.99% | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | $ 225,000 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Additional shares of common stock (in Shares) | 100,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.5 | |||||||||||||||||||||||||||||||||||||||
Purchase an additional shares (in Shares) | 1,730,057 | |||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.345 | [1] | [1] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 225,000 | |||||||||||||||||||||||||||||||||||||||
Cavalry and Mercer [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 16, 2022 | |||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 20% | 20% | ||||||||||||||||||||||||||||||||||||||
Number of underlying shares (in Shares) | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 1,132,392 | |||||||||||||||||||||||||||||||||||||||
Exchange Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 30, 2023 | |||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 10% | |||||||||||||||||||||||||||||||||||||||
Cavalry/Mercer Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Additional Charge | $ 920,392 | |||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,453,369 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 390,000 | $ 390,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate of gross proceeds received | $ 408,335 | |||||||||||||||||||||||||||||||||||||||
Purchase of aggregate shares (in Shares) | 5,696,586 | |||||||||||||||||||||||||||||||||||||||
Aggregate of shares (in Shares) | 289,856 | 289,856 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.345 | |||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Warrant Exercise Price (in Shares) | 387,673 | |||||||||||||||||||||||||||||||||||||||
Common stock exercise price (in Dollars per share) | $ 0.345 | |||||||||||||||||||||||||||||||||||||||
Warrant value | $ 66,047 | |||||||||||||||||||||||||||||||||||||||
Issuance of convertible note | $ 160,384 | |||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 36,000 | 36,000 | ||||||||||||||||||||||||||||||||||||||
Red Road Holdings Corporation and Quick Capital LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 119,079 | 69,320 | 229,848 | 129,057 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount total | 324,927 | $ 88,687 | 637,585 | $ 111,654 | ||||||||||||||||||||||||||||||||||||
Cavalry Fund I LP [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 10% | 20% | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable (in Shares) | 82,899 | |||||||||||||||||||||||||||||||||||||||
Purchase an additional shares (in Shares) | 100,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 7.2 | $ 4.5 | ||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 500,500 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | 71,500 | |||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | $ 572,000 | |||||||||||||||||||||||||||||||||||||||
Initial conversion price per share (in Dollars per share) | $ 0.23 | |||||||||||||||||||||||||||||||||||||||
Converted interest | $ 139,726 | |||||||||||||||||||||||||||||||||||||||
Common stock conversion price (in Shares) | 192,774 | |||||||||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 954,667 | 954,667 | ||||||||||||||||||||||||||||||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 20% | |||||||||||||||||||||||||||||||||||||||
Warrant exercisable (in Shares) | 82,899 | |||||||||||||||||||||||||||||||||||||||
Purchase an additional shares (in Shares) | 100,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 7.2 | $ 4.5 | ||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 500,500 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | 572,000 | |||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | $ 71,500 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,189,903 | 1,189,903 | ||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 10% | |||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 6.9 | |||||||||||||||||||||||||||||||||||||||
Mercer Converted [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Converted interest | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Common stock conversion price (in Shares) | 289,856 | 289,856 | ||||||||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Loss on conversion | $ 48,551 | |||||||||||||||||||||||||||||||||||||||
Diagonal Street Lending LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Aggregate of gross proceeds received | $ 2,026,666 | |||||||||||||||||||||||||||||||||||||||
Diagonal Street Lending LLC [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 125,000 | |||||||||||||||||||||||||||||||||||||||
Net of unamortized debt discount | $ 21,900 | |||||||||||||||||||||||||||||||||||||||
Diagonal Street Lending LLC [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 16,513 | 16,513 | ||||||||||||||||||||||||||||||||||||||
Net of unamortized debt discount | 1,900 | 1,900 | ||||||||||||||||||||||||||||||||||||||
Red Road Holdings Corporation [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,753 | 2,753 | ||||||||||||||||||||||||||||||||||||||
Net of unamortized debt discount | 122,830 | 122,830 | ||||||||||||||||||||||||||||||||||||||
Repayment debt | $ 9,222 | $ 18,444 | $ 8,082 | |||||||||||||||||||||||||||||||||||||
Red Road Holdings Corporation [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 15% | 13% | 13% | 15% | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 88,500 | $ 73,450 | $ 146,900 | $ 63,250 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 70,000 | 60,000 | 50,000 | 21,297 | 21,297 | |||||||||||||||||||||||||||||||||||
Net of unamortized debt discount | $ 18,500 | $ 13,450 | $ 13,250 | 9,796 | 9,796 | |||||||||||||||||||||||||||||||||||
Effective interest rate | 24.98% | 27.80% | 29.30% | 32% | ||||||||||||||||||||||||||||||||||||
Variable conversion rate percentage | 60% | 60% | 60% | |||||||||||||||||||||||||||||||||||||
Red Road Holdings Corporation [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 15% | |||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 125,080 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 100,000 | |||||||||||||||||||||||||||||||||||||||
Net of unamortized debt discount | $ 25,080 | 59,542 | 59,542 | |||||||||||||||||||||||||||||||||||||
Effective interest rate | 24.51% | |||||||||||||||||||||||||||||||||||||||
Variable conversion rate percentage | 65% | |||||||||||||||||||||||||||||||||||||||
Red Road Holdings Corporation [Member] | Note 4 Plus Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 34,562 | 34,562 | ||||||||||||||||||||||||||||||||||||||
Quick Capital, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrant exercisable (in Shares) | 178,882 | 357,764 | ||||||||||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 94,000 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 57,144 | |||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 10,644 | $ 20,286 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 46,500 | 54,281 | 54,281 | |||||||||||||||||||||||||||||||||||||
Original issue discount rate | 11.03% | 11.12% | ||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.345 | |||||||||||||||||||||||||||||||||||||||
Net of unamortized debt discount | 6,640 | 6,640 | ||||||||||||||||||||||||||||||||||||||
Quick Capital, LLC [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 37,550 | 37,550 | ||||||||||||||||||||||||||||||||||||||
Quick Capital, LLC [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 114,286 | |||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.345 | |||||||||||||||||||||||||||||||||||||||
Quick Capital, LLC [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 21,011 | $ 21,011 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 4.5 | $ 4.5 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Cavalry and Mercer [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 4.5 | $ 4.5 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Cavalry Fund I LP [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | 4.5 | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | 4.5 | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 12% | 12% | ||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Cavalry and Mercer [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.345 | $ 0.345 | ||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Cavalry Fund I LP [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.345 | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.345 | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 8% | 8% | ||||||||||||||||||||||||||||||||||||||
Note Two [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrant exercisable (in Shares) | 292,463 | 292,463 | ||||||||||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | $ 225,000 | ||||||||||||||||||||||||||||||||||||||
Forecast [Member] | Red Road Holdings Corporation [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Repayment debt | $ 61,065 | |||||||||||||||||||||||||||||||||||||||
Variable conversion rate percentage | 65% | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 13,570 | $ 13,570 | $ 13,570 | |||||||||||||||||||||||||||||||||||||
Forecast [Member] | Red Road Holdings Corporation [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Repayment debt | $ 16,782 | $ 16,782 | $ 16,782 | $ 93,498 | ||||||||||||||||||||||||||||||||||||
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | ||
Schedule of Convertible Notes Payable [Line Items] | |||
Amount, net | $ 4,764,895 | $ 3,704,280 | |
Cavalry Fund I LP [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 10% | ||
Maturity date | April 30, 2024 | ||
Principal | $ 898,980 | ||
Accrued Interest | 55,687 | ||
Unamortized debt discount | |||
Amount, net | $ 954,667 | 909,218 | |
Mercer Street Global Opportunity Fund, LLC [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 10% | ||
Maturity date | April 30, 2024 | ||
Principal | $ 991,754 | ||
Accrued Interest | 198,149 | ||
Unamortized debt discount | |||
Amount, net | $ 1,189,903 | 1,139,764 | |
Red Road Holdings Corporation [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 29.32% | |
Maturity date | [1] | June 15, 2024 | |
Principal | [1] | ||
Accrued Interest | [1] | ||
Unamortized debt discount | [1] | ||
Amount, net | [1] | 41,771 | |
Red Road Holdings Corporation [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 27.77% | |
Maturity date | [1] | July 30, 2024 | |
Principal | [1] | $ 18,050 | |
Accrued Interest | [1] | 363 | |
Unamortized debt discount | [1] | (1,900) | |
Amount, net | [1] | $ 16,513 | 18,683 |
Red Road Holdings Corporation [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 32.04% | |
Maturity date | [1] | September 30, 2024 | |
Principal | [1] | $ 30,348 | |
Accrued Interest | [1] | 745 | |
Unamortized debt discount | [1] | (9,796) | |
Amount, net | [1] | $ 21,297 | 3,109 |
Red Road Holdings Corporation [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 24.98% | |
Maturity date | [1] | December 30, 2024 | |
Principal | [1] | $ 88,500 | |
Accrued Interest | [1] | 5,604 | |
Unamortized debt discount | [1] | (59,542) | |
Amount, net | [1] | $ 34,562 | |
Red Road Holdings Corporation [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 24.51% | |
Maturity date | [1] | March 30, 2025 | |
Principal | [1] | $ 125,080 | |
Accrued Interest | [1] | 503 | |
Unamortized debt discount | [1] | (122,830) | |
Amount, net | [1] | $ 2,753 | |
Quick Capital, LLC [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 11.12% | |
Maturity date | [1] | September 30, 2024 | |
Principal | [1] | $ 59,410 | |
Accrued Interest | [1] | 1,511 | |
Unamortized debt discount | [1] | (6,640) | |
Amount, net | [1] | $ 54,281 | |
Quick Capital, LLC [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | [1] | 11.03% | |
Maturity date | [1] | November 28, 2024 | |
Principal | [1] | $ 57,144 | |
Accrued Interest | [1] | 1,417 | |
Unamortized debt discount | [1] | (21,011) | |
Amount, net | [1] | $ 37,550 | |
2023 and 2024 Convertible Notes [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Maturity date | May 22, 2024 to February 21, 2025 | ||
Principal | $ 2,435,001 | ||
Accrued Interest | 178,752 | ||
Unamortized debt discount | (160,384) | ||
Amount, net | 2,453,369 | 1,591,735 | |
Total Convertible Notes Payable [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Principal | 4,704,267 | ||
Accrued Interest | 442,731 | ||
Unamortized debt discount | (382,103) | ||
Amount, net | $ 4,764,895 | $ 3,704,280 | |
Minimum [Member] | 2023 and 2024 Convertible Notes [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 8% | ||
Maximum [Member] | 2023 and 2024 Convertible Notes [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Interest Rate | 12% | ||
[1] The Red Road Holdings Corporation and Quick Capital LLC, interest rates are an effective interest rate as these convertible notes have a fixed interest charge which is earned on the issuance date, regardless of when payments are made. |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 25, 2024 | Apr. 02, 2024 | Dec. 20, 2023 | Sep. 12, 2023 | |
Derivative Liability [Abstract] | ||||||||
Convertible notes | $ 170,000 | $ 235,000 | $ 268,873 | $ 416,317 | ||||
Derivative liability movements | $ 107,547 | $ (1,252,682) | $ 923,488 | $ (311,932) |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of Assumptions were used in the Black-Scholes Valuation Model | Jun. 30, 2024 | Dec. 31, 2023 |
Conversion Price [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 0.0684 | 0.104 |
Conversion Price [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 0.345 | 0.345 |
Risk free Interest Rate [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 4.4 | 3.6 |
Risk free Interest Rate [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 5.49 | 5.55 |
Expected Life of Derivative Liability [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 1 | 3.5 |
Expected Life of Derivative Liability [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 41 | 47 |
Expected Volatility of Underlying Stock [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 153.82 | 158.72 |
Expected Volatility of Underlying Stock [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 201.11 | 217.01 |
Expected Dividend Rate [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Derivative measurement inputs | 0 | 0 |
Derivative Liability (Details_2
Derivative Liability (Details) - Schedule of Movement in Derivative Liability - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Movement in Derivative Liability [Abstract] | ||
Opening balance | $ 1,434,196 | $ 2,550,642 |
Derivative financial liability arising from convertible note and warrants | 170,000 | 385,000 |
Fair value adjustment to derivative liability | (923,488) | (1,501,446) |
Ending balance | $ 680,708 | $ 1,434,196 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||
May 04, 2024 | Mar. 04, 2024 | Nov. 20, 2023 | Nov. 08, 2023 | Aug. 31, 2023 | Aug. 30, 2023 | Aug. 24, 2023 | Aug. 16, 2023 | Aug. 11, 2023 | May 19, 2023 | Dec. 30, 2022 | Dec. 28, 2022 | Oct. 22, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 14, 2024 | Dec. 14, 2023 | Nov. 27, 2023 | Sep. 30, 2023 | Feb. 16, 2021 | |||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Common stock authorized | 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 | 13,819,889 | 13,819,889 | 13,819,889 | ||||||||||||||||||||||
Common stock outstanding | 13,819,889 | 13,819,889 | 13,819,889 | ||||||||||||||||||||||
Common stock conversion shares | 500,000 | 289,855 | 144,928 | 2,838 | 173,914 | 72,464 | 72,464 | ||||||||||||||||||
Convertible debt (in Dollars) | $ 172,500 | $ 100,000 | $ 50,000 | $ 60,000 | $ 25,000 | $ 25,000 | $ 43,478 | ||||||||||||||||||
Description of reverse stock split | 1 for 30 reverse stock split | ||||||||||||||||||||||||
Expense (in Dollars) | $ 0 | 0 | $ 0 | $ 0 | |||||||||||||||||||||
Preferred stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Preferred stock, issued | 0 | 0 | 0 | ||||||||||||||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | ||||||||||||||||||||||
Warrant purchase | 1,304,348 | 1,304,348 | 5,696,586 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.345 | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1.2 | ||||||||||||||||||||||||
Principal amount (in Dollars) | $ 25,000 | $ 225,000 | |||||||||||||||||||||||
Warrants exercisable | 292,463 | 292,463 | |||||||||||||||||||||||
Extension of maturity date | Jun. 30, 2024 | ||||||||||||||||||||||||
Exercisable shares | 33,334 | 387,673 | |||||||||||||||||||||||
Exercisable shares | 1,000,000 | ||||||||||||||||||||||||
Agreement fee (in Dollars) | $ 357,764 | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.345 | $ 0.345 | |||||||||||||||||||||||
Expense (in Dollars) | $ 200,000 | ||||||||||||||||||||||||
Limitation exceeds percentage | 9.99% | ||||||||||||||||||||||||
Options outstanding intrinsic value (in Dollars) | $ 0 | 0 | $ 0 | 0 | |||||||||||||||||||||
Option expense (in Dollars) | $ 94,464 | $ 94,465 | $ 188,928 | $ 188,928 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.345 | $ 0.345 | |||||||||||||||||||||||
Purchase an aggregate shares | 33,334 | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.345 | [1] | [1] | ||||||||||||||||||||||
Principal amount (in Dollars) | $ 225,000 | ||||||||||||||||||||||||
Warrants exercisable | 292,463 | ||||||||||||||||||||||||
Option expense (in Dollars) | $ 25,000 | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Warrants beneficially percentage | 4.99% | ||||||||||||||||||||||||
Shares of common stock | 26,667 | 26,667 | |||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Common stock conversion shares | |||||||||||||||||||||||||
Convertible debt (in Dollars) | |||||||||||||||||||||||||
Preferred stock, authorized | 25,000,000 | 25,000,000 | |||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Preferred stock, issued | 0 | 0 | |||||||||||||||||||||||
Preferred stock, outstanding | 0 | ||||||||||||||||||||||||
2021 Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Shares of common stock | 1,766,667 | 1,766,667 | |||||||||||||||||||||||
2018 Stock Incentive Plan [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Terminates period | 10 years | ||||||||||||||||||||||||
2021 Stock Incentive Plan [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Terminates period | 10 years | ||||||||||||||||||||||||
OpenPath and EfinityPay [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Warrant purchase | 133,334 | 133,334 | 166,667 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.45 | $ 0.45 | |||||||||||||||||||||||
OpenPath and EfinityPay [Member] | Additional Warrants [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Warrant purchase | 199,999 | 199,999 | 166,667 | ||||||||||||||||||||||
IPSI Common Stock [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Warrant purchase | 1,333,334 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Common stock authorized | 750,000,000 | 750,000,000 | |||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Common stock issued | 13,819,889 | 13,819,889 | |||||||||||||||||||||||
Common stock outstanding | 13,819,889 | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.345 | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||||
Options exercisable shares | 23,891 | ||||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.24 | ||||||||||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||
Shares of common stock | 100,000 | 100,000 | |||||||||||||||||||||||
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Restricted Stock Activity - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | ||
Total restricted shares [Member] | |||
Schedule of Restricted Stock Activity [Line Items] | |||
Total restricted shares, Outstanding at beginning | [1] | 783,167 | 783,167 |
Total restricted shares, Granted and issued | [1] | ||
Total restricted shares, Forfeited/Cancelled | [1] | ||
Total restricted shares, Vested | [1] | ||
Total restricted shares, Outstanding at ending | [1] | 783,167 | 783,167 |
Weighted average fair market value per share [Member] | |||
Schedule of Restricted Stock Activity [Line Items] | |||
Weighted average fair market value per share, Outstanding at beginning | [1] | $ 1.5 | $ 1.5 |
Weighted average fair market value per share, Granted and issued | [1] | ||
Weighted average fair market value per share, Forfeited/Cancelled | [1] | ||
Weighted average fair market value per share, Vested | [1] | ||
Weighted average fair market value per share, Outstanding at ending | [1] | $ 1.5 | $ 1.5 |
Total unvested restricted shares [Member] | |||
Schedule of Restricted Stock Activity [Line Items] | |||
Total unvested restricted shares, Outstanding at beginning | [1] | 170,792 | |
Total unvested restricted shares, Granted and issued | [1] | ||
Total unvested restricted shares, Forfeited/Cancelled | [1] | ||
Total unvested restricted shares, Vested | [1] | (170,792) | |
Total unvested restricted shares, Outstanding at ending | [1] | ||
Unvested restricted Weighted average fair market value per share [Member] | |||
Schedule of Restricted Stock Activity [Line Items] | |||
Weighted average fair market value per share, Outstanding at beginning | [1] | $ 1.47 | |
Weighted average fair market value per share, Granted and issued | [1] | ||
Weighted average fair market value per share, Forfeited/Cancelled | [1] | ||
Weighted average fair market value per share, Vested | [1] | (1.47) | |
Weighted average fair market value per share, Outstanding at ending | [1] | ||
Total vested restricted shares [Member] | |||
Schedule of Restricted Stock Activity [Line Items] | |||
Total unvested restricted shares, Outstanding at beginning | [1] | 783,167 | 612,375 |
Total unvested restricted shares, Granted and issued | [1] | ||
Total unvested restricted shares, Forfeited/Cancelled | [1] | ||
Total unvested restricted shares, Vested | [1] | 170,792 | |
Total unvested restricted shares, Outstanding at ending | [1] | 783,167 | 783,167 |
Vested restricted Weighted average fair market value per share [Member] | |||
Schedule of Restricted Stock Activity [Line Items] | |||
Weighted average fair market value per share, Outstanding at beginning | [1] | $ 1.5 | $ 1.5 |
Weighted average fair market value per share, Granted and issued | [1] | ||
Weighted average fair market value per share, Forfeited/Cancelled | [1] | ||
Weighted average fair market value per share, Vested | [1] | 1.47 | |
Weighted average fair market value per share, Outstanding at ending | [1] | $ 1.5 | $ 1.5 |
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Restricted Stock Granted, Issued and Exercisable | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | [1] | |
Schedule of Restricted Stock Granted, Issued and Exercisable [Line Items] | ||
Restricted Stock Granted and Vested, Number Granted | shares | 783,167 | |
Restricted Stock Granted and Vested, Weighted Average Fair Value per Share (in Dollars per share) | $ / shares | $ 1.5 | |
Grant Date Price 1.47 [Member] | ||
Schedule of Restricted Stock Granted, Issued and Exercisable [Line Items] | ||
Restricted Stock Granted and Vested, Number Granted | shares | 683,167 | |
Restricted Stock Granted and Vested, Weighted Average Fair Value per Share (in Dollars per share) | $ / shares | $ 1.47 | |
Grant Date Price 1.50 [Member] | ||
Schedule of Restricted Stock Granted, Issued and Exercisable [Line Items] | ||
Restricted Stock Granted and Vested, Number Granted | shares | 33,333 | |
Restricted Stock Granted and Vested, Weighted Average Fair Value per Share (in Dollars per share) | $ / shares | $ 1.5 | |
Grant Date Price 1.65 [Member] | ||
Schedule of Restricted Stock Granted, Issued and Exercisable [Line Items] | ||
Restricted Stock Granted and Vested, Number Granted | shares | 66,667 | |
Restricted Stock Granted and Vested, Weighted Average Fair Value per Share (in Dollars per share) | $ / shares | $ 1.65 | |
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Fair Value of the Warrants Granted and Issued - Warrants [Member] | Jun. 30, 2024 |
Exercise Price [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 0.345 |
Risk free Interest Rate [Member] | Minimum [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 3.84 |
Risk free Interest Rate [Member] | Maximum [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 4.56 |
Expected Life [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 5 |
Expected Volatility of Underlying Stock [Member] | Minimum [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 190.5 |
Expected Volatility of Underlying Stock [Member] | Maximum [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 191.17 |
Expected Dividend Rate [Member] | |
Schedule of Fair Value of the Warrants Granted and Issued [Line Items] | |
Fair value of the warrants granted and issued | 0 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Dec. 28, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | ||||
Schedule of Warrant Activity [Line Items] | ||||||
Shares Underlying, Outstanding (in Shares) | [1] | 10,442,093 | 5,186,376 | |||
Exercise price per share, Outstanding | [1] | |||||
Weighted average exercise price, Outstanding | [1] | $ 0.6265 | $ 0.9 | |||
Shares Underlying, Granted (in Shares) | [1] | 1,506,638 | 6,289,051 | |||
Exercise price per share, Granted | [1] | $ 0.345 | ||||
Weighted average exercise price, Granted | [1] | $ 0.345 | $ 0.3556 | |||
Shares Underlying, Forfeited (in Shares) | [1] | (33,334) | ||||
Exercise price per share, Forfeited | [1] | $ 1.5 | ||||
Weighted average exercise price, Forfeited | [1] | $ 1.5 | ||||
Shares Underlying, Cancelled on disposal of investment in Frictionless and Beyond Fintech (in Shares) | [1] | (1,000,000) | ||||
Exercise price per share, Cancelled on disposal of investment in Frictionless and Beyond Fintech | [1] | $ 0.345 | ||||
Weighted average exercise price, Cancelled on disposal of investment in Frictionless and Beyond Fintech | [1] | $ 0.345 | ||||
Shares Underlying, Exercised (in Shares) | [1] | |||||
Exercise price per share, Exercised | [1] | |||||
Weighted average exercise price, Exercised | $ 0.345 | [1] | [1] | |||
Shares Underlying, Outstanding (in Shares) | [1] | 11,948,731 | 10,442,093 | |||
Exercise price per share, Outstanding | [1] | |||||
Weighted average exercise price, Outstanding | [1] | 0.591 | 0.6265 | |||
Minimum [Member] | ||||||
Schedule of Warrant Activity [Line Items] | ||||||
Exercise price per share, Outstanding | [1] | 0.345 | 0.345 | |||
Exercise price per share, Granted | [1] | 0.345 | ||||
Exercise price per share, Forfeited | [1] | |||||
Exercise price per share, Cancelled on disposal of investment in Frictionless and Beyond Fintech | [1] | |||||
Exercise price per share, Exercised | [1] | |||||
Exercise price per share, Outstanding | [1] | 0.345 | 0.345 | |||
Maximum [Member] | ||||||
Schedule of Warrant Activity [Line Items] | ||||||
Exercise price per share, Outstanding | [1] | 5.625 | 5.625 | |||
Exercise price per share, Granted | [1] | 1.5 | ||||
Exercise price per share, Forfeited | [1] | |||||
Exercise price per share, Cancelled on disposal of investment in Frictionless and Beyond Fintech | [1] | |||||
Exercise price per share, Exercised | [1] | |||||
Exercise price per share, Outstanding | [1] | $ 5.625 | $ 5.625 | |||
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of Warrants Outstanding and Exercisable - Warrant [Member] - $ / shares | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 14, 2024 | |||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 11,948,731 | ||
Weighted Average Remaining Contractual life in years | [1] | 3 years 7 months 9 days | ||
Weighted Average Exercise Price (in Dollars per share) | [1] | $ 0.591 | ||
Number Exercisable | 11,948,731 | [1] | 292,463 | |
Weighted Average Exercise Price (in Dollars per share) | [1] | $ 0.591 | ||
Weighted Average Remaining Contractual life in years | 3 years 7 months 9 days | |||
Exercise Price 0.345 [Member] | ||||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 10,562,280 | ||
Weighted Average Remaining Contractual life in years | [1] | 3 years 9 months 25 days | ||
Number Exercisable | [1] | 10,562,280 | ||
Weighted Average Remaining Contractual life in years | 3 years 9 months 25 days | |||
Exercise Price 0.450 [Member] | ||||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 266,668 | ||
Weighted Average Remaining Contractual life in years | [1] | 3 years 11 months 23 days | ||
Number Exercisable | [1] | 266,668 | ||
Weighted Average Remaining Contractual life in years | 3 years 11 months 23 days | |||
Exercise Price 1.035 [Member] | ||||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 500,000 | ||
Weighted Average Remaining Contractual life in years | [1] | 1 year 7 days | ||
Number Exercisable | [1] | 500,000 | ||
Weighted Average Remaining Contractual life in years | 1 year 7 days | |||
Exercise Price 1.500 [Member] | ||||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 33,334 | ||
Weighted Average Remaining Contractual life in years | [1] | 4 years 1 month 13 days | ||
Number Exercisable | [1] | 33,334 | ||
Weighted Average Remaining Contractual life in years | 4 years 1 month 13 days | |||
Exercise Price 4.50 [Member] | ||||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 505,560 | ||
Weighted Average Remaining Contractual life in years | [1] | 1 year 8 months 15 days | ||
Number Exercisable | [1] | 505,560 | ||
Weighted Average Remaining Contractual life in years | 1 year 8 months 15 days | |||
Exercise Price 5.625 [Member] | ||||
Schedule of Warrants Outstanding and Exercisable [Line Items] | ||||
Number Outstanding | [1] | 80,889 | ||
Weighted Average Remaining Contractual life in years | [1] | 1 year 8 months 15 days | ||
Number Exercisable | [1] | 80,889 | ||
Weighted Average Remaining Contractual life in years | 1 year 8 months 15 days | |||
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details) - Schedule of Option Activity - Stock Option [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | ||
Stockholders’ Equity (Details) - Schedule of Option Activity [Line Items] | |||
Shares Underlying, Outstanding (in Shares) | [1] | 1,520,002 | 1,543,891 |
Weighted average exercise price, Outstanding | [1] | $ 4.46 | $ 4.47 |
Shares Underlying, Outstanding (in Shares) | [1] | 1,513,335 | 1,520,002 |
Weighted average exercise price, Outstanding | [1] | $ 4.47 | $ 4.46 |
Shares Underlying, Granted (in Shares) | [1] | ||
Exercise price per share, Granted | [1] | ||
Weighted average exercise price, Granted | [1] | ||
Shares Underlying, Forfeited/Cancelled (in Shares) | [1] | (6,667) | (23,889) |
Exercise price per share, Forfeited/Cancelled | [1] | $ 1.2 | |
Weighted average exercise price, Forfeited/Cancelled | [1] | $ 1.2 | $ 5.41 |
Shares Underlying, Exercised (in Shares) | [1] | ||
Exercise price per share, Exercised | [1] | ||
Weighted average exercise price, Exercised | [1] | ||
Minimum [Member] | |||
Stockholders’ Equity (Details) - Schedule of Option Activity [Line Items] | |||
Exercise price per share, Outstanding | [1] | 1.2 | 1.2 |
Exercise price per share, Outstanding | [1] | 1.2 | 1.2 |
Exercise price per share, Forfeited/Cancelled | [1] | 1.2 | |
Maximum [Member] | |||
Stockholders’ Equity (Details) - Schedule of Option Activity [Line Items] | |||
Exercise price per share, Outstanding | [1] | 12 | 12 |
Exercise price per share, Outstanding | [1] | $ 12 | 12 |
Exercise price per share, Forfeited/Cancelled | [1] | $ 12 | |
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Stockholders_ Equity (Details_7
Stockholders’ Equity (Details) - Schedule of Options Outstanding and Exercisable - Option [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Options Outstanding and Exercisable [Line Items] | |
Number Outstanding | 1,513,335 |
Weighted Average Remaining Contractual life in years | 7 years 5 months 12 days |
Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.47 |
Number Exercisable | 1,485,558 |
Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.47 |
Weighted Average Remaining Contractual life in years | 7 years 5 months 12 days |
Exercise Price 1.20 [Member] | |
Schedule of Options Outstanding and Exercisable [Line Items] | |
Number Outstanding | 13,334 |
Weighted Average Remaining Contractual life in years | 8 years 2 months 15 days |
Number Exercisable | 13,334 |
Weighted Average Remaining Contractual life in years | 8 years 2 months 15 days |
Exercise Price 4.50 [Member] | |
Schedule of Options Outstanding and Exercisable [Line Items] | |
Number Outstanding | 1,500,001 |
Weighted Average Remaining Contractual life in years | 7 years 5 months 8 days |
Number Exercisable | 1,472,224 |
Weighted Average Remaining Contractual life in years | 7 years 5 months 12 days |
Loss on Convertible Notes (Deta
Loss on Convertible Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
May 04, 2024 | Mar. 14, 2024 | Nov. 20, 2023 | Aug. 24, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 14, 2024 | |||
Loss on Convertible Notes [Abstract] | |||||||||||
Additional warrants exercisable for shares of common stock (in Shares) | 387,673 | 963,769 | 963,769 | ||||||||
Debt extinguishments | $ 36,305 | $ 18,478 | $ 102,352 | $ 18,478 | |||||||
Warrant [Member] | |||||||||||
Loss on Convertible Notes [Abstract] | |||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable (in Shares) | 11,948,731 | [1] | 11,948,731 | [1] | 292,463 | ||||||
Two Notes [Member] | |||||||||||
Loss on Convertible Notes [Abstract] | |||||||||||
Debt original amount | $ 225,000 | ||||||||||
Original due date | Dec. 31, 2023 | ||||||||||
Debt Instrument, Maturity Date | Mar. 30, 2024 | ||||||||||
Note One [Member] | |||||||||||
Loss on Convertible Notes [Abstract] | |||||||||||
Debt Instrument, Maturity Date | Jun. 14, 2024 | ||||||||||
Principle amount | $ 200,000 | ||||||||||
Notes two [Member] | |||||||||||
Loss on Convertible Notes [Abstract] | |||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2024 | ||||||||||
Principle amount | $ 25,000 | ||||||||||
[1] After giving effect to a 1 for 30 reverse stock split on August 30, 2023. |
Loss on Convertible Notes (De_2
Loss on Convertible Notes (Details) - Schedule of the Loss on Convertible Notes - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of the Loss on Convertible Notes [Abstract] | ||||
Expense on extension of maturity date of convertible notes | $ 36,305 | $ 102,352 | ||
Loss on conversion of convertible notes | 18,478 | $ 18,478 | ||
Total loss on convertible notes | $ 36,305 | $ 18,478 | $ 102,352 | $ 18,478 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of Anti-dilutive Shares - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Anti-dilutive Shares [Line Items] | ||
Anti-dilutive shares | 30,582,832 | 18,190,883 |
Convertible debt [Member] | ||
Schedule of Anti-dilutive Shares [Line Items] | ||
Anti-dilutive shares | 17,120,766 | 10,016,110 |
Stock Options [Member] | ||
Schedule of Anti-dilutive Shares [Line Items] | ||
Anti-dilutive shares | 1,513,335 | 1,543,891 |
Warrants to purchase shares of Common Stock [Member] | ||
Schedule of Anti-dilutive Shares [Line Items] | ||
Anti-dilutive shares | 11,948,731 | 6,630,882 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
William Corbett [Member] | ||||
Related Party Transaction [Line Items] | ||||
Option vesting | $ 66,587 | $ 66,587 | $ 133,174 | $ 133,174 |
Richard Rosenblum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Option vesting | $ 27,877 | $ 27,877 | $ 55,754 | $ 55,754 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Note Payable [Member] | 6 Months Ended |
Jun. 30, 2024 | |
Loss Contingencies [Line Items] | |
Maturity date | May 03, 2025 |
Convertible Notes Payable [Member] | |
Loss Contingencies [Line Items] | |
Maturity date | May 22, 2024 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | |||
Aug. 09, 2024 | Mar. 14, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | ||
Conversion principal interest (in Dollars) | $ 836,414 | |||
Convertible Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion price per share | $ 0.345 | |||
Exercise price per share | $ 0.345 | |||
Principal and interest outstanding (in Dollars) | $ 2,165,578 | |||
Exercisable shares (in Shares) | 387,673 | |||
IPSI Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of stock outstanding upon issue of stock | 45% | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion principal interest (in Dollars) | $ 13,833 | |||
Exercise price per share | $ 0.084 | |||
Conversion of stock issue (in Shares) | 25,780,685 | |||
Increase in conversion shares (in Shares) | 19,503,649 | |||
Exercisable shares (in Shares) | 9,773,027 | |||
Subsequent Event [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion price per share | $ 0.084 | |||
Exercise price per share | $ 0.345 | |||
Exercisable shares (in Shares) | 457,897 | |||
Proceeds receivable (in Dollars) | $ 119,511 | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Issued of promissory notes (in Dollars) | 88,889 | |||
Gross proceeds (in Dollars) | 66,667 | |||
Principal (in Dollars) | $ 22,222 | |||
Bears interest rate | 8% | |||
Conversion price per share | $ 0.1 | |||
Subsequent Event [Member] | Convertible Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion price per share | 0.084 | |||
Conversion price per share | 0.084 | |||
Exercise price per share | $ 0.084 | |||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value per share | $ 0.0001 | |||
Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares of common stock (in Shares) | 164,679 | |||
Conversion price per share | $ 0.084 | |||
Exercise price per share | $ 0.345 | |||
Conversion of stock issue (in Shares) | 6,277,036 | |||
Exercisable shares (in Shares) | 12,918,369 | |||
Common Stock [Member] | Subsequent Event [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercisable shares (in Shares) | 3,145,342 | |||
Business Warrior Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value per share | $ 0.0001 |