Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Zoompass Holdings, Inc. | |
Entity Central Index Key | 1,635,748 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 41,869,117 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Current Assets | |||
Cash and cash equivalents | [1] | $ 41,876 | $ 422,385 |
Cash held in trust and customer deposits | 2,580,430 | 2,016,369 | |
Accounts receivable (net of allowance for doubtful accounts of $16,531 - December 31, 2016 - $16,396) | 128,178 | 63,274 | |
Inventories | 7,100 | 27,850 | |
Prepaid expenses and other current assets | [2] | 103,522 | 144,440 |
Total current assets | 2,861,106 | 2,674,318 | |
Equipment | [3] | 45,627 | 54,519 |
Intangible assets | [4] | 360,681 | 339,875 |
Goodwill | [4] | 3,897,260 | 3,622,388 |
Total Assets | 7,164,674 | 6,691,100 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | [5] | 659,923 | 474,508 |
Client funds | 2,480,403 | 1,840,210 | |
Total Liabilities | 3,140,326 | 2,314,718 | |
Shareholders' equity | |||
Common stock, $0.0001 par value 500,000,000 shares authorized, 41,759,117 | [5] | 4,175 | 3,929 |
Additional paid-in-capital | [6] | 20,297,842 | 18,484,743 |
Accumulated deficit | (16,480,211) | (14,004,013) | |
Accumulated other comprehensive incom (loss) | 202,542 | (108,277) | |
Total Shareholders' equity | 4,024,348 | 4,376,382 | |
Total liabilities and shareholders' equity | $ 7,164,674 | $ 6,691,100 | |
[1] | Note 6 | ||
[2] | Note 9 | ||
[3] | Note 34 | ||
[4] | Note 35 | ||
[5] | Note 17 | ||
[6] | Note 78 |
INTERIM CONDENSED CONSOLIDATED3
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 16,531 | $ 16,396 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, issued shares | 41,759,117 | 39,300,400 |
Common stock, outstanding shares | 41,759,117 | 39,300,400 |
INTERIM CONDENSED CONSOLIDATED4
INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | ||
Revenue | ||||
Gross prepaid card revenue | $ 209,029 | $ 125,706 | $ 654,494 | |
Commissions and agent fees | (31,078) | (38,002) | (89,148) | |
Mobility products revenue | 118,035 | 0 | 154,080 | |
Fees and other revenue | 78,769 | 0 | 78,769 | |
Mobility product commissions | 2,958 | 0 | 10,059 | |
Net revenue | 377,713 | 87,704 | 808,254 | |
Processing and card fees | (175,122) | (117,874) | (600,779) | |
Mobility products cost of goods sold | (109,277) | 0 | (136,747) | |
Gross Margin | 93,314 | (30,170) | 70,728 | |
Expenses | ||||
Salaries and consultants | [1] | (384,447) | (369,043) | (1,180,919) |
Rent and occupancy costs | (38,805) | (39,476) | (122,382) | |
Share-based payment expense | [2] | (146,253) | (11,056,129) | (568,785) |
Depreciation and amortization | [3] | (14,201) | (14,616) | (40,661) |
Professional fees | (136,656) | (3,351) | (284,893) | |
Transaction costs | [4] | 0 | (11,553) | 0 |
Telecommunications | (3,392) | (7,245) | (9,866) | |
Office and sundry expenses and other | (79,666) | (32,852) | (290,931) | |
Filing fees and regulatory costs | (6,568) | 0 | (30,785) | |
Foreign exchange | (16,889) | (2,206) | (3,024) | |
Bank fees | (5,088) | (5,971) | (14,680) | |
Total Expenses | (831,965) | (11,542,442) | (2,546,926) | |
Net loss | (738,651) | (11,572,612) | (2,476,198) | |
Other comprehensive income | ||||
Foreign exchange translation gain (loss) | 168,060 | (21,339) | 310,819 | |
Net loss and comprehensive loss | $ (570,591) | $ (11,593,951) | $ (2,165,379) | |
Net loss per share - basic and diluted | $ (0.02) | $ (0.40) | $ (0.06) | |
Weighted average number of common shares outstanding - basic and diluted | 41,191,567 | 28,833,893 | 40,256,576 | |
[1] | Note 9 | |||
[2] | Note 89 | |||
[3] | Note 45 | |||
[4] | Note 3 |
INTERIM CONDENSED CONSOLIDATED5
INTERIM CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Deficit | Accumulated Other Comprehensive Income (Loss) | Total | |||||
Beginning Balance, Shares at Jun. 07, 2016 | [1] | 9,345,000 | ||||||||
Beginning Balance, Amount at Jun. 07, 2016 | $ (4,470,156) | [1] | $ 4,470,156 | [1] | [1] | [1] | ||||
Issuance of additional shares to founders of Zoompass Inc., Share | 12,020,502 | |||||||||
Issuance of additional shares to founders of Zoompass Inc., Amount | $ 1,182 | 1,182 | ||||||||
Issued in respect of share-based payments, Share | 8,125,772 | |||||||||
Issued in respect of share-based payments, Amount | 9,489,767 | 9,489,767 | ||||||||
Issued in respect of acquisition of net assets, Share | [1] | 8,060,913 | ||||||||
Issued in respect of acquisition of net assets, Amount | [1] | $ 4,472,730 | 4,472,730 | |||||||
Issued in respect of private placement, Share | 613,252 | |||||||||
Issued in respect of private placement, Amount | $ 61 | 671,703 | 671,764 | |||||||
Exercise of warrants, Share | 1,129,711 | |||||||||
Exercise of warrants, Amount | $ 112 | 427,873 | 427,985 | |||||||
Warrants issued as share-based payments | 2,690,764 | 2,690,764 | ||||||||
Share-based payment expense | 734,480 | 734,480 | ||||||||
Net loss | (14,004,013) | (14,004,013) | ||||||||
Foreign currency translation | (108,277) | (108,277) | ||||||||
Ending Balance, Shares at Dec. 31, 2016 | 39,300,400 | |||||||||
Ending Balance, Amount at Dec. 31, 2016 | $ 3,929 | 18,484,743 | (14,004,013) | (108,277) | $ 4,376,382 | |||||
Exercise of warrants, Share | 538,543 | [2] | 538,543 | |||||||
Exercise of warrants, Amount | [2] | $ 54 | 201,442 | $ 201,496 | ||||||
Share-based payment expense | 568,785 | 568,785 | ||||||||
Net loss | (2,476,198) | (2,476,198) | ||||||||
Issuance of shares ,Shares | [2] | 1,920,174 | ||||||||
Issuance of shares, Amount | [2] | $ 192 | 1,042,872 | 1,043,064 | ||||||
Foreign currency translation | 310,819 | 310,819 | ||||||||
Ending Balance, Shares at Sep. 30, 2017 | 41,759,117 | |||||||||
Ending Balance, Amount at Sep. 30, 2017 | $ 4,175 | $ 20,297,842 | $ (16,480,211) | $ 202,542 | $ 4,024,348 | |||||
[1] | Note 3 | |||||||||
[2] | Note 7 |
INTERIM CONDENSED CONSOLIDATED6
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) - USD ($) | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | ||
Cash flow from operating activities | |||
Net loss | $ (11,572,612) | $ (2,476,198) | |
Non-cash items: | |||
Depreciation and amortization | [1] | (14,616) | (40,661) |
Share-based payment expense | [2] | 11,056,129 | 568,785 |
Foreign exchange loss | 2,206 | 3,024 | |
Changes in non-cash operating assets and liabilities | |||
Accounts receivable | (13,773) | (57,371) | |
Deposits | 45,393 | (392,369) | |
Inventories | 0 | 21,109 | |
Prepaids and other current assets | (3,962) | (480) | |
Accounts payable and accrued liabilities | 190,445 | 165,325 | |
Advances to related parties | [3] | 0 | 50,000 |
Client funds | (42,879) | 477,799 | |
Net cash used in operating activities | (324,437) | (1,599,715) | |
Cash flow (used in) from investing activities | |||
Asset acquisitions, net of cash acquired | [4] | 208,723 | 0 |
Additions to intangibles | (60,000) | (45,000) | |
Net cash used in investing activities | 148,723 | (45,000) | |
Cash flow from financing activities | |||
Issuance of common stock | [1] | 271,661 | 1,043,064 |
Exercise of warrants | [1] | 0 | 201,496 |
Net cash provided by financing activities | 271,661 | 1,244,560 | |
Effect of exchange rate changes on cash | (5,604) | 19,646 | |
Increase (decrease) in cash and cash equivalents | 90,343 | (380,509) | |
Cash and Cash Equivalents, beginning of period | 0 | 422,385 | |
Cash and Cash Equivalents, end of period | 90,343 | 41,876 | |
Interest paid | 0 | 0 | |
Taxes paid | $ 0 | $ 0 | |
[1] | Note 45 | ||
[2] | Note 89 | ||
[3] | Note 9 | ||
[4] | Note 3 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 — NATURE OF OPERATIONS AND GOING CONCERN Zoompas Holdings, Inc. formerly known as UVIC. Inc. ("Zoompass Holdings," or the "Company") was incorporated under the laws of the State of Nevada on August 21, 2013. Effective August 22, 2016, the Company entered into an Agreement for the Exchange of Stock (the "Agreement") with Zoompass, Inc., an Ontario, Canada corporation ("Zoompass"). Pursuant to the Agreement, the Company agreed to issue 8,050,784 shares of its restricted common stock to Zoompass' shareholders ("Zoompass' shareholders") in exchange for all the shares of Zoompass Inc. owned by the Zoompass Inc.'s Shareholders. At the Closing Date, Rob Lee, a significant shareholder of the Company agreed to cancel 7,000,000 shares of the Company's common stock, which shares constituted the control shares of the Company. Other than this one significant shareholder, shareholders of the Company held 2,670,000 shares. As a result of the Agreement, Zoompass is now a wholly owned subsidiary of the Company. The Company has amended its Articles of Incorporation to change its name to Zoompass Holdings, Inc. and the appropriate forms were filed with FINRA and the SEC to change its name, address and symbol and complete a 3.5-1 forward split, which was consented to by the majority of shareholders on September 7, 2016 and approved in February 2017, for shareholders of record on September 7, 2016. All share figures have been retroactively stated to reflect the stock split approved by shareholders, unless otherwise indicated. Additionally, the Company's shareholders consented to an increase of the shares authorized to 500,000,000 and a revision of the par value to $0.0001. As the former Zoompass shareholders ended up owning the majority of the Company, the transaction does not constitute a business combination and was deemed to be a recapitalization of the Company with Zoompass being the accounting acquirer, accordingly the accounting and disclosure information is that of Zoompass going forward. Zoompass Inc., was incorporated under the laws of Ontario on June 8, 2016. On June 28, 2016, pursuant to an agreement with a shareholder of Zoompass, certain net assets were acquired by Zoompass in exchange for shares of Zoompass (note 3). The net assets primarily consisted of a virtual payment platform, certain customer contracts, cash held in trust and customer deposits as well as the associated client funds. There is no certainty that the Company will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the future to enable it to meet its obligations as they come due and consequently continue as a going concern. The Company will require additional financing this year to fund its operations and it is currently working on securing this funding through corporate collaborations, public or private equity offerings or debt financings. Sales of additional equity securities by the Company would result in the dilution of the interests of existing shareholders. There can be no assurance that financing will be available when required. The Company expects the forgoing, or a combination thereof, to meet the Company's anticipated cash requirements for the next 12 months; however, these conditions raise substantial doubt about the Company's ability to continue as a going concern. These unaudited interim condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which presumes that it will be able to realize its assets and discharge its liabilities in the normal course of business as they come due. These unaudited interim condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and consolidated balance sheets classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. Basis of presentation: Certain comparative amounts have been reclassified to conform to the current year's presentation. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | SIGNIFICANT ACCOUNTING POLICIES These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements filed on Form 10-K for the period ended December 31, 2016. In the opinion of management, these unaudited interim condensed consolidated financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. The Company's significant accounting policies have not changed from the year ended December 31, 2016, except as described below. Goodwill: The Company accounts for goodwill and intangible assets in accordance with ASC No. 350, Intangibles-Goodwill and Other Intangibles: The following useful lives are used in the calculation of amortization: Trademark – 7.25 years Acquired payment platform – 5 years NEWLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Newly Adopted Accounting Standards In August 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, "Presentation of Financial Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The standard provides guidance about management's responsibility to evaluate whether there is a substantial doubt about the organization's ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. There was no impact on the unaudited interim condensed consolidated balance sheets or the unaudited interim condensed consolidated statements of operations and comprehensive loss from the adoption of this standard. Recently issued accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the unaudited interim condensed consolidated financial statements of adopting ASU 2014-09 will be assessed by management. In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on the Consolidated Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the consolidated balance sheet or the consolidated results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01. In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASU 2016-02 will have on the consolidated balance sheet and the consolidated results of operations. |
ACQUISTION AND REVERSE TAKEOVER
ACQUISTION AND REVERSE TAKEOVER TRANSACTION | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISTION AND REVERSE TAKEOVER TRANSACTION | NOTE 3 – ACQUISTION AND REVERSE TAKEOVER TRANSACTION Acquisition Zoompass Inc. Pursuant to an agreement dated June 28, 2016, certain net assets were acquired by Zoompass in exchange for 8,060,913 shares of Zoompass. The net assets primarily consisted of a virtual payment platform, certain customer contracts, cash held in trust and deposits and the associated customer liabilities. Based on an examination of the net assets acquired, the acquisition of the net assets was determined to be a business as defined under ASC 805. During the nine months ended September 30, 2017, the Company finalized the purchase price with the assistance of a third party valuator. As part of the finalization of the purchase price, the consideration was determined to be $4,472,730 based on the fair value of the business acquired. The following table sets forth the allocation of the consideration to the fair value of the net assets acquired. The acquired goodwill is primarily related to personnel and the value attributed to a company that is expected to experience accelerated growth. . Consideration Common shares issued $ 4,472,730 Net assets acquired Cash and cash equivalents $ 208,723 Customer deposits and cash in trust 1,843,296 Other current assets 76,214 Furniture and computer equipment 65,651 Trademark 161,600 Payment platform 109,710 Goodwill 3,715,646 Accounts payable (31,019 ) Customer liabilities (1,677,091 ) Total net assets acquired $ 4,472,730 As a result of the finalization of the purchase price, certain adjustments were recorded to the consolidated balance sheet at December 31, 2016 and the consolidated statement of loss and comprehensive loss for the period ended December 31, 2016. The following table detail the adjustments to the consolidated balance sheet and consolidated statement of loss and comprehensive loss as a result of the finalization of the purchase price. Consolidated balance sheet As at December 31, 2016 As reported Adjusted Acquired intangible assets $ 8,627,349 $ - Trademark - 146,602 Payment platform - 193,273 Goodwill - 3,622,388 Additional paid in capital 23,251,123 18,484,743 Accumulated deficit (13,984,951 ) (14,004,013 ) Accumulated other comprehensive loss (228,633 ) (108,277 ) Agreement with Zoompass Inc. Effective August 22, 2016, UVIC, Inc. ("UVIC") entered into an Agreement for the Exchange of Stock (the "Agreement") with Zoompass, Inc., an Ontario, Canada corporation. Pursuant to the Agreement, the Company agreed to issue 8,060,913 shares of its restricted common stock to Zoompass' shareholders ("Zoompass' shareholders") in exchange for all the shares of Zoompass Inc. owned by the Zoompass' Shareholders. At the Closing Date, Rob Lee, a significant shareholder, of UVIC agreed to cancel 7,000,000 shares of UVIC's common stock, which shares constituted the control shares of the Company. Other than this one significant shareholder, shareholders of the Company held 2,670,000 shares. As a result of the Agreement, Zoompass is now a wholly owned subsidiary of the Company. As the former Zoompass shareholders ended up owning the majority of the Company, Zoompass is deemed to be the accounting acquirer. As UVIC was the accounting acquiree the net assets acquired are reflected in the statement of equity. As at the effective date of the reverse takeover UVIC Inc. had $nil in net assets. Proforma information has not been presented as there was no operating activity in Zoompass Inc. from the date of incorporation to the date of the acquisition of assets, accordingly the results presented reflect all results of Zoompass during the period as well as that of the consolidated entity. Acquisition of transportation enablement platform During the nine months ended September 30, 2017, the Company entered into an agreement to acquire a transportation enablement platform (the "Platform") which provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers. The Platform gives customers an app based experience while the acquired cloud-based Platform, provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The Platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs. In exchange for the acquisition of the Platform from a private Canadian based company, the Company will be providing as consideration the equivalent of up to C$1,000,000 in the form of non-registered shares in the common stock of the Company, based on a share price of the lesser of US$3.00 per share, or the share price on closing. The equivalent of C$400,000 in shares is payable on closing with C$300,000 payable in shares on the first anniversary of the closing, subject to the satisfaction of certain milestones, and an additional C$300,000 payable in shares on the second anniversary of the closing, subject to the satisfaction of certain milestones. Transaction costs incurred with respect to the acquisition of the Platform have been expensed in the statements of loss and comprehensive loss for the three and nine months ended September 30, 2017. The transaction is expected to close in the fourth quarter of 2017, as there are currently conditions of closing that have not been completed. As the transaction has not closed, the Company cannot calculate the total number of shares that are to be issued, nor is the financial information of Zerowire Group Inc., currently available. As a result, pro forma information has not been presented. The Company will make a determination of how the transaction will be accounted for when it prepares its financial statements for the period ended December 31, 2017. |
EQUIPMENT
EQUIPMENT | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | NOTE 4 - EQUIPMENT Cost Computer equipment Furniture Total Balance at December 31, 2016 $ 61,670 $ 2,333 $ 64,003 Foreign exchange and other 4,678 177 4,855 Balance at September 30, 2017 $ 66,348 $ 2,510 $ 68,858 Accumulated depreciation Computer equipment Furniture Total Balance at December 31, 2016 $ (9,250 ) $ (234 ) $ (9,484 ) Depreciation (12,112 ) (324 ) (12,436 ) Foreign exchange and other (1,279 ) (32 ) (1,311 ) Balance at September 30, 2017 $ (22,641 ) $ (590 ) $ (23,231 ) Balance at December 31, 2016 $ 52,420 $ 2,099 $ 54,519 Balance at September 30, 2017 $ 43,707 $ 1,920 $ 45,627 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS AND GOODWILL Cost Trademark Payment platform Total Balance at December 31, 2016 $ 157,544 $ 201,056 $ 358,600 Additions - 25,000 25,000 Foreign exchange 11,954 14,841 26,795 Balance at September 30, 2017 $ 169,498 $ 240,897 $ 410,395 Accumulated amortization Trademark Payment platform Total Balance at December 31, 2016 $ (10,942 ) $ (7,783 ) $ (18,725 ) Amortization (16,493 ) (11,732 ) (28,225 ) Foreign exchange and other (1,616 ) (1,148 ) (2,764 ) Balance at September 30, 2017 (29,051 ) $ (20,663 ) (49,714 ) Balance at December 31, 2016 $ 146,602 $ 193,273 $ 339,875 Balance at September 30, 2017 $ 140,447 $ 220,234 $ 360,681 The Company has capitalized $125,000 in costs related to improvements made on the payment platform to further develop it for alternative business plans, since its acquisition. When the Company has completed the development of these improvements, they will be put into service and amortized over their expected life. The amortization relates to the amortization of the cost of the acquired payment platform at the acquisition date, see note 3 for additional details. Of the $125,000 capitalized since acquisition, as at December 31, 2016, the Company had additions of $20,000 recorded in Accounts payable and accrued liabilities, which was paid during the nine months ended September 30, 2017. Cost Goodwill Balance at December 31, 2016 $ 3,622,388 Foreign exchange 274,872 Balance at September 30, 2017 $ 3,897,260 |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 6 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company has exposure to liquidity risk and foreign currency risk. The Company's risk management objective is to preserve and redeploy the existing treasury as appropriate with the business objectives and risk tolerance. Liquidity Risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity by ensuring that there is sufficient capital to meet short and long-term business requirements, after taking into account cash requirements from operations and the Company's holdings of cash and cash equivalents. The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years to predict future financing requirements. Future requirements may be met through a combination of credit and access to capital markets. The Company's cash requirements are dependent on the level of operating activity, a large portion of which is discretionary. Should management decide to increase its operating activity, more funds than what is currently in place would be required. It is not possible to predict whether financing efforts will be successful or sufficient in the future. At September 30, 2017, the Company had $41,876 (December 31, 2016, $422,385), in cash and cash equivalents. Additionally, the Company has commitments as detailed in note 10. Currency risk: The Company's expenditures are incurred in Canadian and US dollars. The results of the Company's operations are subject to currency transaction risk. The Company mitigates foreign exchange risk through forecasting its foreign currency denominated expenditures and maintaining an appropriate balance of cash in each currency to meet the expenditures. As the Company's reporting currency is the US dollar, fluctuations in US dollar will affect the results of the Company. Credit risk: Interest rate risk: Fair values: The carrying amounts reported in the unaudited interim condensed consolidated balance sheet for cash and cash equivalents, cash held in trust and customer deposits, accounts receivables, accounts payable and accrued liabilities and client funds approximate fair value because of the short period of time between the origination of such instruments and their expected realization. |
COMMON STOCK AND WARRANTS
COMMON STOCK AND WARRANTS | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
COMMON STOCK AND WARRANTS | NOTE 7 – COMMON STOCK AND WARRANTS Common stock The Company is authorized to issue 500,000,000 common stock with a par value of $0.0001. During the three months ended September 30, 2017, the Company issued 18,332 shares in the common stock of the Company through the exercise of warrants for gross proceeds of $7,298. For the nine months ended September 30, 2017, the Company issued 538,543 shares in the common stock of the Company thorough the exercise of warrants for gross proceeds of $201,496. During the three months ended September 30, 2017, the Company completed several private placements for the sale of non-registered shares of the Company's common stock. As a result of these private placements 1,266,044 non-registered shares of the Company's common stock was issued for gross proceeds of $307,407. During the nine months ended September 30, 2017, the Company completed several private placements for the sale of non-registered shares of the Company's common stock. As a result of these private placements 1,920,174 non-registered shares of the Company's common stock was issued for gross proceeds of $1,043,064. On September 7, 2016, the Company's shareholders approved a forward common stock split of 3.5 to 1. On August 24, 2016, the Company completed a non-brokered offering of 233,331 shares, at $1.16 per common stock (C$1.50 per common stock) for aggregate gross proceeds of $270,479 (C$350,000). On August 22, 2016, the Company issued 9,345,000 common stock, in respect of the reverse takeover transaction. See note 3 for additional details. On June 28, 2016, Zoompass issued 8,060,913 shares, to acquire certain net assets. See note 3 for additional details. On June 15, 2016, Zoompass issued 12,020,502 shares, to the founders of Zoompass. On June 8, 2016, Zoompass issued 5,250 common shares, on the initial incorporation of Zoompass Inc. Warrants During the nine months ended September 30, 2017, the Company issued 351,328 warrants. The warrants have an exercise price of C$0.50 per warrant and exercisable into one share in the common stock of the Company. The warrants expired on September 1, 2017. The Company had the following warrants outstanding at September 30, 2017 Grant date Warrants Weighted Average Exercise Price (C$) Expiry November 23, 2016 (1) 600,000 0.50 October 31, 2017 November 23, 2016 (2) - 0.50 March 31, 2017 600,000 (1) (2) Warrants outstanding Number Weighted Average Exercise Price (C$) December 31, 2016 1,471,659 0.50 Expired (684,444) 0.50 Exercised (538,543) 0.50 Issued 351,328 0.50 September 30, 2017 600,000 0.50 |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED PAYMENTS | NOTE 8– SHARE-BASED PAYMENTS The components of share-based payments expense and the black-scholes valuation assumptions are detailed in the table below. Date of grant Contractual life Number Exercise price (C$) Three months ended September 30, 2017 Nine months ended September 30, 2017 Period ended September 30, 2016 Share price (C$) Risk-free rate Volatility Dividend yield Expected life (years) Warrant issuance June 8, 2017 September 1, 2017 351,328 $ 0.50 $ - $ 239,078 $ - $ 1.42 1 % 54 % Nil 0.23 Option grant December 1, 2016 December 1, 2021 917,500 $ 1.50 70,466 203,287 - $ 1.50 1 % 108 % Nil 5.00 Deferred stock unit grant December 1, 2016 December 1, 2021 272,500 N/A 27,470 78,103 - $ 1.50 1 % 108 % Nil 5.00 Warrant amendment August 31, 2017 October 31, 2018 600,000 $ 0.50 48,317 48,317 - $ 0.44 1 % 84 % Nil 1.17 Issued in respect of share-based payment expense June 28, 2016 N/A 8,125,772 N/A - - 9,489,767 $ 1.50 N/A N/A N/A N/A Warrant issuance July 26, 2016 Various 2,039,710 $ 0.50 - - 1,566,362 $ 1.50 1 % 100 % Nil 0.26 $ 146,253 $ 568,785 $ 11,056,129 As at September 30, 2017, the Company had the following stock options and deferred stock units outstanding. Award Fair Value Contractual Life (years) Units Number of units vested Weighted Average Exercise Price (C$) Remaining Expiry Date Options $ 493,080 4.17 562,500 562,500 1.50 December 1, 2021 Deferred stock units 210,961 4.17 187,500 187,500 - December 1, 2021 Options 798,517 4.17 917,500 152,330 1.50 December 1, 2021 Deferred stock units 304,405 4.17 272,500 45,242 - December 1, 2021 $ 1,806,963 4.17 1,940,000 947,572 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 9– RELATED PARTY TRANSACTIONS AND BALANCES During 2016, the Company paid an advance on behalf of certain shareholders in the amount of $250,000. These shareholders also serve as directors and officers of the Company. $120,000 was returned by December 31, 2016, and $50,000 was returned during the period ended September 30, 2017. The remaining $80,000 is reflected in prepaids and other current assets as at September 30, 2017 (December 31, 2016 - $130,000). The total amount owing to the same shareholders, in relation to the services they provide to the Company in their capacity as Officers at September 30, 2017 was $286,317 (December 31, 2016 - $186,818) which includes expense reimbursements. This amount is reflected in accounts payable and is further described below. As at September 30, 2017, the Company had an amount owing to an entity owned and controlled by the Chief Executive Officer of the Company of $231,881 (December 31, 2016 - $127,073). The amount owing relates to services provided by the Chief Executive Officer and expense reimbursements. As at September 30, 2017, the Company had an amount owing to an entity owned and controlled by the Secretary of the Company of $54,436 (December 31, 2016 - $59,745). The amount owing relates to services provided by the Secretary and expense reimbursements. As at September 30, 2017, the Company had an amount owing to the President of the Company of $5,475 (December 31, 2016 - $28,092) for salary. As at September 30, 2017, the Company had an amount owing to an entity owned and controlled by the Chief Financial Officer of the Company of $4,006 (December 31, 2016 - $31,653). The amount owing relates to services provided by the Chief Financial Officer. A total of $94,063 and $267,440 was recognized during the three and nine month period ended September 30, 2017, respectively, for share-based payments expense to directors and officers of the Company. As at September 30, 2017 and December 31, 2016, the amounts owing to officers of the Company are recorded in accounts payable and accrued liabilities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company is currently using leased office space under a contract which runs to October 31, 2020. The amount due under this contract is as follows: 2017 40,246 2018 160,984 2019 160,984 2020 134,155 496,369 Contingencies From time to time, the Company may be involved in a variety of claims, suits, investigations and other proceedings arising in the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, balance sheet, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors. The Company's trademark application has been opposed in the US based on the most recent application. The trademark had been previously acquired through a US registration obtained on the basis of its Canadian registration. The same party has challenged the Company's trademark in Canada, the Company has filed its affidavit evidence in response and is awaiting a final decision. The Company is confident that the Company's registration will be maintained. During the nine months ended September 30, 2017, the Company was served with a class action complaint that had been filed against the Company, its Chief Executive Officer and its Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint alleges, inter alia, that the defendants violated the federal securities laws by, among other things, failing to disclose that the Company was engaged in an unlawful scheme to promote its stock. The Company has analyzed the complaint and has concluded that the complaint is legally deficient and otherwise without merit. The Company intends to vigorously defend against these claims. Also during the nine months ended September 30, 2017, the Company was served with two derivative complaints on behalf of the Company have been filed against the Company's Directors and Chief Executive Officer, President, Corporate Secretary, and Chief Financial Officer, and nominally against the Company in the Eighth Judicial District Court of the State of Nevada in and for the County of Clark and in the United States District Court for the District of Nevada. These complaints allege, inter alia, that the Company's officers and directors directed the Company to undertake an unlawful scheme to promote its stock. The Company has analyzed these complaints and has concluded that the complaints are legally deficient and otherwise without merit. The Company intends to vigorously defend against these claims. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Subsequent to September 30, 2017, the Company completed several private placements and issued 110,000 non-registered shares in the common stock of the Company for gross proceeds of $44,014. Subsequent to September 30, 2017, the Company issued 332,996 warrants at an exercise price of C$0.50. Each warrant is exercisable into one share of the common stock of the Company and expire on December 31, 2017. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Goodwill | Goodwill: The Company accounts for goodwill and intangible assets in accordance with ASC No. 350, Intangibles-Goodwill and Other |
Intangibles | Intangibles: The following useful lives are used in the calculation of amortization: Trademark – 7.25 years Acquired payment platform – 5 years |
NEWLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NEWLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Newly Adopted Accounting Standards In August 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, "Presentation of Financial Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The standard provides guidance about management's responsibility to evaluate whether there is a substantial doubt about the organization's ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. There was no impact on the unaudited interim condensed consolidated balance sheets or the unaudited interim condensed consolidated statements of operations and comprehensive loss from the adoption of this standard. Recently issued accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the unaudited interim condensed consolidated financial statements of adopting ASU 2014-09 will be assessed by management. In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on the Consolidated Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the consolidated balance sheet or the consolidated results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01. In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASU 2016-02 will have on the consolidated balance sheet and the consolidated results of operations. |
ACQUISTION AND REVERSE TAKEOV19
ACQUISTION AND REVERSE TAKEOVER TRANSACTION (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISTION AND REVERSE TAKEOVER TRANSACTION | The acquired goodwill is primarily related to personnel and the value attributed to a company that is expected to experience accelerated growth. . Consideration Common shares issued $ 4,472,730 Net assets acquired Cash and cash equivalents $ 208,723 Customer deposits and cash in trust 1,843,296 Other current assets 76,214 Furniture and computer equipment 65,651 Trademark 161,600 Payment platform 109,710 Goodwill 3,715,646 Accounts payable (31,019 ) Customer liabilities (1,677,091 ) Total net assets acquired $ 4,472,730 Consolidated balance sheet As at December 31, 2016 As reported Adjusted Acquired intangible assets $ 8,627,349 $ - Trademark - 146,602 Payment platform - 193,273 Goodwill - 3,622,388 Additional paid in capital 23,251,123 18,484,743 Accumulated deficit (13,984,951 ) (14,004,013 ) Accumulated other comprehensive loss (228,633 ) (108,277 ) |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | Cost Computer equipment Furniture Total Balance at December 31, 2016 $ 61,670 $ 2,333 $ 64,003 Foreign exchange and other 4,678 177 4,855 Balance at September 30, 2017 $ 66,348 $ 2,510 $ 68,858 Accumulated depreciation Computer equipment Furniture Total Balance at December 31, 2016 $ (9,250 ) $ (234 ) $ (9,484 ) Depreciation (12,112 ) (324 ) (12,436 ) Foreign exchange and other (1,279 ) (32 ) (1,311 ) Balance at September 30, 2017 $ (22,641 ) $ (590 ) $ (23,231 ) Balance at December 31, 2016 $ 52,420 $ 2,099 $ 54,519 Balance at September 30, 2017 $ 43,707 $ 1,920 $ 45,627 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Cost Trademark Payment platform Total Balance at December 31, 2016 $ 157,544 $ 201,056 $ 358,600 Additions - 25,000 25,000 Foreign exchange 11,954 14,841 26,795 Balance at September 30, 2017 $ 169,498 $ 240,897 $ 410,395 Accumulated amortization Trademark Payment platform Total Balance at December 31, 2016 $ (10,942 ) $ (7,783 ) $ (18,725 ) Amortization (16,493 ) (11,732 ) (28,225 ) Foreign exchange and other (1,616 ) (1,148 ) (2,764 ) Balance at September 30, 2017 (29,051 ) $ (20,663 ) (49,714 ) Balance at December 31, 2016 $ 146,602 $ 193,273 $ 339,875 Balance at September 30, 2017 $ 140,447 $ 220,234 $ 360,681 |
Goodwill | Cost Goodwill Balance at December 31, 2016 $ 3,622,388 Foreign exchange 274,872 Balance at September 30, 2017 $ 3,897,260 |
COMMON STOCK AND WARRANTS (Tabl
COMMON STOCK AND WARRANTS (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of warrants outstanding | Grant date Warrants Weighted Average Exercise Price (C$) Expiry November 23, 2016 (1) 600,000 0.50 October 31, 2017 November 23, 2016 (2) - 0.50 March 31, 2017 600,000 |
Schdule of warrants activity | Warrants outstanding Number Weighted Average Exercise Price (C$) December 31, 2016 1,471,659 0.50 Expired (684,444) 0.50 Exercised (538,543) 0.50 Issued 351,328 0.50 September 30, 2017 600,000 0.50 |
SHARE-BASED PAYMENTS (Table)
SHARE-BASED PAYMENTS (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share-based payments expense | Date of grant Contractual life Number Exercise price (C$) Three months ended September 30, 2017 Nine months ended September 30, 2017 Period ended September 30, 2016 Share price (C$) Risk-free rate Volatility Dividend yield Expected life (years) Warrant issuance June 8, 2017 September 1, 2017 351,328 $ 0.50 $ - $ 239,078 $ - $ 1.42 1 % 54 % Nil 0.23 Option grant December 1, 2016 December 1, 2021 917,500 $ 1.50 70,466 203,287 - $ 1.50 1 % 108 % Nil 5.00 Deferred stock unit grant December 1, 2016 December 1, 2021 272,500 N/A 27,470 78,103 - $ 1.50 1 % 108 % Nil 5.00 Warrant amendment August 31, 2017 October 31, 2018 600,000 $ 0.50 48,317 48,317 - $ 0.44 1 % 84 % Nil 1.17 Issued in respect of share-based payment expense June 28, 2016 N/A 8,125,772 N/A - - 9,489,767 $ 1.50 N/A N/A N/A N/A Warrant issuance July 26, 2016 Various 2,039,710 $ 0.50 - - 1,566,362 $ 1.50 1 % 100 % Nil 0.26 $ 146,253 $ 568,785 $ 11,056,129 |
Schedule of stock options and deferred stock units outstanding | Award Fair Value Contractual Life (years) Units Number of units vested Weighted Average Exercise Price (C$) Remaining Expiry Date Options $ 493,080 4.17 562,500 562,500 1.50 December 1, 2021 Deferred stock units 210,961 4.17 187,500 187,500 - December 1, 2021 Options 798,517 4.17 917,500 152,330 1.50 December 1, 2021 Deferred stock units 304,405 4.17 272,500 45,242 - December 1, 2021 $ 1,806,963 4.17 1,940,000 947,572 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term Purchase Commitment | The Company is currently using leased office space under a contract which runs to October 31, 2020. The amount due under this contract is as follows: 2017 40,246 2018 160,984 2019 160,984 2020 134,155 496,369 |
NATURE OF OPERATIONS AND GOIN25
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Entity Incorporation, Date of Incorporation | Jun. 8, 2016 | |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2017 | |
Trademark [Member] | |
Useful life | 7 years 2 months 30 days |
Payment platform [Member] | |
Useful life | 5 years |
ACQUISTION AND REVERSE TAKEOV27
ACQUISTION AND REVERSE TAKEOVER TRANSACTION (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Consideration | ||
Common shares issued | $ 4,472,730 | |
Net assets acquired | ||
Cash and cash equivalents | 208,723 | |
Customer deposits and cash in trust | 1,843,296 | |
Accounts receivable | 76,214 | |
Furniture and computer equipment | 65,651 | |
Trademark | 161,600 | |
Payment platform | 109,710 | |
Goodwill | 3,715,646 | |
Accounts payable | (31,019) | |
Customer liabilities | (1,677,091) | |
Total net assets acquired | $ 4,472,730 | $ 4,472,730 |
ACQUISTION AND REVERSE TAKEOV28
ACQUISTION AND REVERSE TAKEOVER TRANSACTION (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Trademark | $ 161,600 | ||
Payment platform | 109,710 | ||
Goodwill | [1] | $ 3,897,260 | 3,622,388 |
Additional paid in capital | [2] | 20,297,842 | 18,484,743 |
Accumulated deficit | (16,480,211) | (14,004,013) | |
Accumulated other comprehensive loss | $ 202,542 | (108,277) | |
As reported | |||
Acquired intangible assets | 8,627,349 | ||
Trademark | 0 | ||
Payment platform | 0 | ||
Goodwill | 0 | ||
Additional paid in capital | 23,251,123 | ||
Accumulated deficit | (13,984,951) | ||
Accumulated other comprehensive loss | (228,633) | ||
Adjusted | |||
Acquired intangible assets | 0 | ||
Trademark | 146,602 | ||
Payment platform | 193,273 | ||
Goodwill | 3,622,388 | ||
Additional paid in capital | 18,484,743 | ||
Accumulated deficit | (14,004,013) | ||
Accumulated other comprehensive loss | $ (108,277) | ||
[1] | Note 35 | ||
[2] | Note 78 |
ACQUISTION AND REVERSE TAKEOV29
ACQUISTION AND REVERSE TAKEOVER TRANSACTION (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 28, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | |||
Issuance of additional shares to founders of Zoompass Inc., Share | 8,060,913 | ||
Purchase Consideration | $ 4,472,730 | $ 4,472,730 |
EQUIPMENT (Details)
EQUIPMENT (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Balance at December 31, 2016 | $ 64,003 |
Foreign exchange and other | 4,855 |
Balance at September 30, 2017 | 68,858 |
Balance at December 31, 2016 | (9,484) |
Depreciation | (12,436) |
Foreign exchange and other | (1,311) |
Balance at September 30, 2017 | (23,231) |
Net equipment | |
Balance at December 31, 2016 | 54,519 |
Balance at September 30, 2017 | 45,627 |
Computer Equipment [Member] | |
Balance at December 31, 2016 | 61,670 |
Foreign exchange and other | 4,678 |
Balance at September 30, 2017 | 66,348 |
Balance at December 31, 2016 | (9,250) |
Depreciation | (12,112) |
Foreign exchange and other | (1,279) |
Balance at September 30, 2017 | (22,641) |
Net equipment | |
Balance at December 31, 2016 | 52,420 |
Balance at September 30, 2017 | 43,707 |
Furniture [Member] | |
Balance at December 31, 2016 | 2,333 |
Foreign exchange and other | 177 |
Balance at September 30, 2017 | 2,510 |
Balance at December 31, 2016 | (234) |
Depreciation | (324) |
Foreign exchange and other | (32) |
Balance at September 30, 2017 | (590) |
Net equipment | |
Balance at December 31, 2016 | 2,099 |
Balance at September 30, 2017 | $ 1,920 |
INTANGIBLE ASSETS AND GOODWIL31
INTANGIBLE ASSETS AND GOODWILL (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Cost | |
Balance at December 31, 2016 | $ 358,600 |
Additions | 25,000 |
Foreign exchange | 26,795 |
Balance at September 30, 2017 | 410,395 |
Balance at December 31, 2016 | (18,725) |
Amortization | (28,225) |
Foreign exchange and other | (2,764) |
Balance at September 30, 2017 | (49,714) |
Balance at December 31, 2016 | 339,875 |
Balance at September 30, 2017 | 360,681 |
Trademark [Member] | |
Cost | |
Balance at December 31, 2016 | 157,544 |
Additions | 0 |
Foreign exchange | 11,954 |
Balance at September 30, 2017 | 169,498 |
Balance at December 31, 2016 | (10,942) |
Amortization | (16,493) |
Foreign exchange and other | (1,616) |
Balance at September 30, 2017 | (29,051) |
Balance at December 31, 2016 | 146,602 |
Balance at September 30, 2017 | 140,447 |
Payment platform [Member] | |
Cost | |
Balance at December 31, 2016 | 201,056 |
Additions | 25,000 |
Foreign exchange | 14,841 |
Balance at September 30, 2017 | 240,897 |
Balance at December 31, 2016 | (7,783) |
Amortization | (11,732) |
Foreign exchange and other | (1,148) |
Balance at September 30, 2017 | (20,663) |
Balance at December 31, 2016 | 193,273 |
Balance at September 30, 2017 | $ 220,234 |
INTANGIBLE ASSETS AND GOODWIL32
INTANGIBLE ASSETS AND GOODWILL (Details 1) | 9 Months Ended | |
Sep. 30, 2017USD ($) | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at December 31, 2016 | $ 3,622,388 | [1] |
Foreign exchange | 274,872 | |
Balance at September 30, 2017 | $ 3,897,260 | [1] |
[1] | Note 35 |
INTANGIBLE ASSETS AND GOODWIL33
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Capitalisation costs related to improvements | $ 125,000 |
Accounts payable and Accrued Liabilities | $ 20,000 |
FINANCIAL INSTRUMENTS AND RIS34
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 07, 2016 |
Investments, All Other Investments [Abstract] | ||||
Cash and cash equivalents | $ 41,876 | $ 422,385 | $ 90,343 | $ 0 |
Allowance for doubtful accounts | $ 16,531 | $ 16,396 |
COMMON STOCK AND WARRANTS (Deta
COMMON STOCK AND WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2017CAD / sharesshares | |
Warrants | 600,000 |
Common Share Purchase Warrants [Member] | |
Grant date | Nov. 23, 2016 |
Warrants | 600,000 |
Weighted Average Exercise Price (C$) | CAD / shares | CAD 0.50 |
Expiry | Oct. 31, 2017 |
Common Share Purchase Warrants [Member] | |
Grant date | Nov. 23, 2016 |
Warrants | 0 |
Weighted Average Exercise Price (C$) | CAD / shares | CAD 0.50 |
Expiry | Mar. 31, 2017 |
COMMON STOCK AND WARRANTS (De36
COMMON STOCK AND WARRANTS (Details 2) | 9 Months Ended |
Sep. 30, 2017CAD / sharesshares | |
Accounting Policies [Abstract] | |
Warrants outstanding, beginning balance | shares | 1,471,659 |
Warrants expired | shares | (684,444) |
Warrants exercised | shares | (538,543) |
Warrants issued | shares | 351,328 |
Warrants outstanding, ending balance | shares | 600,000 |
Weighted average exercise price - Warrants outstanding, beginning balance | CAD / shares | CAD 0.5 |
Weighted average exercise price - Warrants expired | CAD / shares | 0.5 |
Weighted average exercise price - Warrants exercised | CAD / shares | 0.5 |
Weighted average exercise price - Warrants granted | CAD / shares | 0.5 |
Weighted average exercise price - Warrants outstanding, ending balance | CAD / shares | CAD 0.5 |
COMMON STOCK AND WARRANTS (De37
COMMON STOCK AND WARRANTS (Details Narrative) - USD ($) | Jun. 07, 2016 | Aug. 24, 2016 | Aug. 22, 2016 | Jun. 28, 2016 | Jun. 15, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||||||||
Common stock, authorized shares | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Exercise of warrants, Share | 18,332 | 538,543 | |||||||
Exercise of warrants, Amount | $ 7,298 | $ 427,985 | $ 201,496 | [1] | |||||
Shares issued in respect of private placement, Share | 1,266,044 | 1,920,174 | |||||||
Shares Issued in respect of private placement, Amount | $ 307,407 | $ 1,043,064 | |||||||
Stock split ratio | 3.5 to 1 | ||||||||
Shares issued in respect of non-brokered offering, Share | 233,331 | ||||||||
Shares Issued in respect of non-brokered offering, Amount | $ 270,479 | ||||||||
Stock price per share | $ 1.16 | ||||||||
Common stock, in respect of reverse takeover transaction | 9,345,000 | ||||||||
Issuance of additional shares to founders of Zoompass Inc., Share | 8,060,913 | ||||||||
Issued in respect of acquisition of net assets, Share | 12,020,502 | ||||||||
Common stock issued for initial incorporation | 5,250 | ||||||||
[1] | Note 7 |
SHARE-BASED PAYMENTS (Details)
SHARE-BASED PAYMENTS (Details) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2017CAD / shares | |
Exercise price | CAD 0.50 | |||
Share-based payment expense | $ | $ 146,253 | $ 11,056,129 | $ 568,785 | |
Warrant issuance [Member] | ||||
Date of grant | Jun. 8, 2017 | |||
Contractual life | Sep. 1, 2017 | |||
Number | shares | 351,328 | |||
Exercise price | 0.5 | |||
Share-based payment expense | $ | 0 | 0 | $ 239,078 | |
Share price | 1.42 | |||
Risk free rate | 1.00% | |||
Volatility | 54.00% | |||
Dividend Yield | 0.00% | |||
Expected Life (Years) | 2 months 23 days | |||
Option grant [Member] | ||||
Date of grant | Dec. 1, 2016 | |||
Contractual life | Dec. 1, 2021 | |||
Number | shares | 917,500 | |||
Exercise price | 1.5 | |||
Share-based payment expense | $ | 70,466 | 0 | $ 203,287 | |
Share price | 1.5 | |||
Risk free rate | 1.00% | |||
Volatility | 108.00% | |||
Dividend Yield | 0.00% | |||
Expected Life (Years) | 5 years | |||
Deferred stock unit grant [Member] | ||||
Date of grant | Dec. 1, 2016 | |||
Contractual life | Dec. 1, 2021 | |||
Number | shares | 272,500 | |||
Exercise price | 0 | |||
Share-based payment expense | $ | 27,470 | $ 78,103 | ||
Share price | 1.5 | |||
Risk free rate | 1.00% | |||
Volatility | 108.00% | |||
Dividend Yield | 0.00% | |||
Expected Life (Years) | 5 years | |||
Warrant amendment [Member] | ||||
Date of grant | Aug. 31, 2017 | |||
Contractual life | Oct. 31, 2018 | |||
Number | shares | 600,000 | |||
Exercise price | 0.5 | |||
Share-based payment expense | $ | 48,317 | 0 | $ 48,317 | |
Share price | 0.44 | |||
Risk free rate | 1.00% | |||
Volatility | 84.00% | |||
Dividend Yield | 0.00% | |||
Expected Life (Years) | 1 year 2 months 1 day | |||
Issued in respect of share-based payment expense [Member] | ||||
Date of grant | Jun. 28, 2016 | |||
Number | shares | 8,125,772 | |||
Exercise price | 0 | |||
Share-based payment expense | $ | 0 | 9,489,767 | $ 0 | |
Share price | 1.5 | |||
Risk free rate | 0.00% | |||
Volatility | 0.00% | |||
Dividend Yield | 0.00% | |||
Warrant issuance [Member] | ||||
Date of grant | Jul. 26, 2016 | |||
Number | shares | 2,039,710 | |||
Exercise price | 0.5 | |||
Share-based payment expense | $ | $ 0 | 1,566,362 | $ 0 | |
Share price | CAD 1.5 | |||
Risk free rate | 1.00% | |||
Volatility | 100.00% | |||
Dividend Yield | 0.00% | |||
Expected Life (Years) | 3 months 4 days | |||
Deferred stock units [Member] | ||||
Share-based payment expense | $ | $ 0 |
SHARE-BASED PAYMENTS (Details 1
SHARE-BASED PAYMENTS (Details 1) - 9 months ended Sep. 30, 2017 | USD ($)shares | CAD / shares |
Fair Value | $ | $ 1,806,963 | |
Contractual Life (years) | 4 years 2 months 1 day | |
Units | 1,940,000 | |
Number of units vested | 947,572 | |
Option [Member] | ||
Fair Value | $ | $ 493,080 | |
Contractual Life (years) | 4 years 2 months 1 day | |
Units | 562,500 | |
Number of units vested | 562,500 | |
Weighted Average Exercise Price (C$) | CAD / shares | CAD 1.5 | |
Remaining Expiry Date | Dec. 1, 2021 | |
Deferred stock units [Member] | ||
Fair Value | $ | $ 210,961 | |
Contractual Life (years) | 4 years 2 months 1 day | |
Units | 187,500 | |
Number of units vested | 187,500 | |
Weighted Average Exercise Price (C$) | CAD / shares | 0 | |
Remaining Expiry Date | Dec. 1, 2021 | |
Option [Member] | ||
Fair Value | $ | $ 798,517 | |
Contractual Life (years) | 4 years 2 months 1 day | |
Units | 917,500 | |
Number of units vested | 152,330 | |
Weighted Average Exercise Price (C$) | CAD / shares | 1.5 | |
Remaining Expiry Date | Dec. 1, 2021 | |
Deferred stock units [Member] | ||
Fair Value | $ | $ 304,405 | |
Contractual Life (years) | 4 years 2 months 1 day | |
Units | 272,500 | |
Number of units vested | 45,242 | |
Weighted Average Exercise Price (C$) | CAD / shares | CAD 0 | |
Remaining Expiry Date | Dec. 1, 2021 |
RELATED PARTY TRANSACTIONS AN40
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based payments expense | $ 146,253 | $ 11,056,129 | $ 568,785 | |
Director [Member] | ||||
Share-based payments expense | 94,063 | 267,440 | ||
Advanced to related party | 250,000 | 250,000 | ||
Amount returned by related party | 120,000 | 120,000 | ||
Prepaids and other current assets | 80,000 | 80,000 | $ 130,000 | |
Officer [Member] | ||||
Due to related Party | 286,317 | 286,317 | 186,818 | |
Chief Executive Officer [Member] | ||||
Due to related Party | 231,881 | 231,881 | 127,073 | |
Secretary [Member] | ||||
Due to related Party | 54,436 | 54,436 | 59,745 | |
President [Member] | ||||
Due to related Party | 5,475 | 5,475 | 28,092 | |
Chief Financial Officer [Member] | ||||
Due to related Party | $ 4,006 | $ 4,006 | $ 31,653 |
COMMITMENTS AND CONTINGENCIES41
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 40,246 |
2,018 | 160,984 |
2,019 | 160,984 |
2,020 | 134,155 |
Total | $ 496,369 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - 9 months ended Sep. 30, 2017 | USD ($)shares | CAD / shares |
Gross proceeds | $ | $ 44,014 | |
Issuance of common shares | 110,000 | |
Shares issued for exercise of warrants | 332,996 | |
Warrants exercise price | CAD / shares | CAD 0.50 |