SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

12 SUBSEQUENT EVENTS

Conversion of convertible notes into equity

On October 3, 2019, the Company received a notice of conversion from JSJ Investments, converting $25,000 into 9,999,200 pre reverse stock split (999,920 post reverse split) shares of common stock at a conversion price of $0.0025 pre reverse split ($0.025 post reverse split) per share. The Company incurred a loss on conversion of $24,996.

Debt Purchase agreements

On October 21, 2019, West Point Partners, LLC purchased the February 4, 2019 convertible note issued to GS Capital Partners. The note has an aggregate principal balance of $96,000 including interest thereon of $3,745 for gross proceeds of $99,745. In addition, West Point Capital Partners, LLC paid an additional $22,977 to GS Capital Partners as a settlement amount for early settlement and fees thereon.

The Company issued West Point Partners, LLC a Convertible Promissory Note in the aggregate principal amount of $22,977 as compensation of the settlement amount paid. The note had a maturity date of October 21, 2020 and a coupon of 8% per annum. The Company has the right to prepay the note provided it makes a prepayment penalty as set forth in the note. The outstanding principal amount of the note is convertible at any time into shares of the Company’s common stock at a conversion price equal to 60% of the average of the lowest two trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received.

Company name change

On November 1, 2019, the Company changed its name to Innovative Payment Solutions, Inc.

Reverse Stock Split

Immediately after changing its name to Innovative Payment Solutions, the Company effected a 10 for 1 reverse stock split, thereby reducing the number of shares in issue from 320,477,867 to 32,047,897, after rounding to the nearest whole share.

Settlement of loans payable

On November 18, 2019, after the reverse stock split was effected, the Company effected the conversions below.

On July 30, 2019, the holders of loans payable by the Company, entered into debt exchange agreements, whereby the aggregate principal amount of the loans payable, together with accrued interest thereon until July 30, 2019 were exchanged for shares of common stock at an exchange price of $0.063 per share ($0.0063 pre-reverse stock split).

In terms of settlement agreements entered into, the following loans payable were settled by the issuance of shares of common stock:

Description	Interest rate			Maturity Date	Principal		Accrued interest		Amount settled		Common Shares issued
Strategic IR		15	%	February 10, 2020		168,000		28,307		196,307		3,166,240
Viktoria Akhmetova		15	%	January 11, 2020		50,000		10,425		60,425		974,592
Boba Management Corporation		10	%	February 20, 2020		20,000		866		20,866		336,545
		10	%	March 1, 2020		20,000		827		20,827		335,926
		10	%	March 26, 2020		20,000		690		20,690		333,717
Vladimir Skigin		36	%	On Demand		55,296		19,366		74,662		1,204,234
		15	%	January 11, 2020		49,491		10,319		59,810		964,670

Settlement of fixed price convertible notes

On November 18, 2019, after the reverse stock split was effected, the Company effected the conversions below.

On July 30, 2019, the holders of convertible notes with a $0.20 fixed price conversion feature, entered into debt exchange agreements with the Company, whereby the aggregate principal amount of the convertible notes, together with accrued interest thereon until July 30, 2019 were exchanged for shares of common stock at an exchange price of $0.063 per share ($0.0063 pre-reverse stock split).

In terms of agreements entered into, the following fixed price convertible notes were settled by the issuance of shares of common stock:

Description	Interest rate			Maturity Date	Principal		Accrued interest		Amount settled		Common Shares issued
Strategic IR		15	%	December 8, 2019		10,000		3,060		13,060		210,645
		15	%	December 8, 2019		20,164		6,157		26,321		424,540
		15	%	December 26, 2019		53,740		16,011		69,751		1,125,020
		15	%	December 26, 2019		115,535		34,423		149,958		2,418,674
Viktoria Akhmetova		15	%	December 8, 2019		20,164		6,157		26,321		424,540
Joseph W and Patricia G Abrams		15	%	December 10, 2019		26,247		7,992		34,239		552,250
		15	%	January 27, 2019		3,753		1,069		4,822		77,776
Roman Shefer		15	%	December 24, 2019		10,000		2,988		12,988		209,479
Gibbs International Holdings		15	%	December 16, 2019		52,494		15,856		68,350		1,102,412
Delinvest Commercial, LTD		15	%	December 16, 2019		20,000		6,041		26,041		420,018
		15	%	December 26, 2019		54,123		16,126		70,249		1,133,050
Cobbolo Limited		15	%	December 26, 2019		53,438		15,922		69,360		1,118,711
		15	%	December 26, 2019		52,959		15,779		68,738		1,108,674

Subsequent share issuances for funds received

On July 19 and August 5, 2019, the Company received subscription advances from an individual subscribing for 19,166,667 pre reverse spilt (1,916,667 post reverse split) shares of common stock for gross proceeds of $100,000. The Company did not have sufficient unissued shares to issue these shares until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The $100,000 advance was reflected under other payables in the financial statements.

Between June 18, 2019 and July 12, 2019, the Company received subscription advances from Strategic IR subscribing for 6,103,448 pre reverse split (610,348 post reverse split) shares of common stock for gross proceeds of $35,400. The Company did not have sufficient unissued shares to issue these shares until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The $100,000 advance was reflected under other payables in the financial statements.

Proposed Sale of Qpagos Corporation to Vivi Holdings, Inc.

On August 5, 2019, the Company entered into a Stock Purchase Agreement (“SPA”) with Vivi Holdings, Inc., a Delaware corporation (“Vivi Holdings”), to sell Qpagos Corporation, a Delaware corporation (“QPAG Sub”), which operates the Company’s business in Mexico as the holding company for Qpagos, S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V., to Vivi Holdings for 2,250,000 shares of common stock of Vivi Holdings (the “Stock Sale”) “), of which nine percent (9%) is to be allocated to Gaston Pereira (5%), Andrey Novikov (2.5%), Joseph Abrams (1.5%). The SPA provides that the Stock Sale is subject to customary conditions, including the Company’s receipt of a final fairness opinion and the approval of the Company’s shareholders. Upon consummation of the Stock Sale, the Company will no longer have any business operations in Mexico. The Company will retain its U.S. operations based in Calabasas, California

Other than disclosed above, The Company has evaluated subsequent events through the date of the unaudited condensed consolidated financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein.