Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Innovative Payment Solutions, Inc. |
Entity Central Index Key | 0001591913 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation, State or Country Code | NV |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Current Assets | ||||||
Cash | $ 124,404 | $ 2,979 | $ 71,294 | |||
Other current assets | 8,668 | 55,059 | 9,575 | |||
Assets held for sale | 983,105 | |||||
Total Current Assets | 133,072 | 58,038 | 1,063,974 | |||
Non-current assets | ||||||
Investment | 1 | 1,019,961 | ||||
Plant and equipment, net | 41,667 | |||||
Right of use asset | 62,290 | |||||
Security deposit | 4,000 | |||||
Total non-current assets | 107,958 | 1,019,961 | ||||
Total Assets | 241,030 | 1,077,999 | 1,063,974 | |||
Current Liabilities | ||||||
Accounts payable | 409,752 | 314,523 | 508,755 | |||
Federal relief loans | 60,292 | |||||
Liabilities held for sale | 180,014 | |||||
Loans payable | 23,403 | 61,631 | 56,044 | |||
Loans payable - Related parties | 30,026 | 313,949 | ||||
Convertible debt, net of unamortized discount of $930,671 and $371,387, respectively | 597,410 | 359,362 | 790,093 | |||
Convertible debt - Related parties, net of unamortized discount of $0 and $0 respectively | 589,812 | |||||
Operating lease liability | 43,049 | |||||
Derivative liability | 2,138,615 | 905,576 | 1,833,672 | |||
Total Current Liabilities | 3,272,521 | 1,671,118 | 4,272,339 | |||
Non-current liabilities | ||||||
Federal relief loans | 151,310 | |||||
Operating lease liability | 19,241 | |||||
Total Liabilities | 3,443,072 | 1,671,118 | 4,272,339 | |||
Stockholders' Deficit | ||||||
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019. | ||||||
Common stock, $0.0001 par value; 500,000,000 shares authorized, 191,121,339 and 128,902,124 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively. | [1] | 19,112 | 12,890 | 888 | ||
Additional paid-in-capital | 23,046,384 | [2] | 21,579,022 | [2] | 14,865,765 | |
Accumulated deficit | (26,267,538) | (22,185,031) | (18,455,925) | |||
Accumulated other comprehensive income | 380,907 | |||||
Total Stockholders' Deficit | (3,202,042) | (593,119) | (3,208,365) | |||
Total Liabilities and Stockholders' Deficit | $ 241,030 | $ 1,077,999 | $ 1,063,974 | |||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. | |||||
[2] | Adjusted for 10 for 1 reverse stock split effective November 1, 2019. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Financial Position [Abstract] | ||||
Convertible debt, unamortized discount | $ 930,671 | $ 371,387 | $ 777,242 | |
Convertible debt - Related parties, unamortized discount | $ 0 | $ 0 | $ 0 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | |
Preferred stock, issued | 0 | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | 0 | |
Common stock, par value (in dollars per share) | [1] | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | [1] | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, issued | [1] | 191,121,339 | 128,902,124 | 8,883,922 |
Common stock, outstanding | [1] | 191,121,339 | 128,902,124 | 8,883,922 |
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Income Statement [Abstract] | |||||||||||
Net Revenue | |||||||||||
Cost of Goods Sold | |||||||||||
Gross profit | |||||||||||
General and administrative | 336,879 | 139,855 | 1,289,542 | 493,847 | 807,934 | 994,913 | |||||
Depreciation and amortization | 4,166 | 8,333 | |||||||||
Total Expense | 341,045 | 139,855 | 1,297,875 | 493,847 | 807,934 | 994,913 | |||||
Loss from Operations | (341,045) | (139,855) | (1,297,875) | (493,847) | (807,934) | (994,913) | |||||
Investment impairment charge | (1,019,960) | ||||||||||
Loss on debt conversion | (283,336) | (486,763) | (433,610) | (1,037,822) | (2,838,599) | (3,738,307) | |||||
Loss on settlement of liabilities | (50,082) | ||||||||||
Penalty on convertible notes | (151,184) | (151,184) | (191,757) | ||||||||
Provision against receivables | (129,995) | ||||||||||
Interest expense | (253,487) | (52,650) | (337,575) | (250,995) | (2,061,415) | (3,059,573) | |||||
Amortization of debt discount | (428,282) | (487,606) | (801,460) | (1,500,143) | |||||||
Derivative liability movements | (380,556) | 123,598 | (101,945) | 986,011 | 1,981,938 | 4,129,793 | |||||
Foreign currency gain | (7,562) | ||||||||||
Other (expense) income | (20,000) | (40,000) | |||||||||
Loss before Income Taxes from continuing operations | (1,706,706) | (1,194,460) | (4,082,507) | (2,447,980) | (4,047,762) | (3,670,562) | |||||
Income Taxes | |||||||||||
Net Loss from continuing operations | (1,706,706) | (1,194,460) | (4,082,507) | (2,447,980) | (4,047,762) | (3,670,562) | |||||
Loss from discontinued operations, net of income taxes | (592,852) | (1,084,616) | |||||||||
Discontinued operations | |||||||||||
Operating loss from discontinued operations | (653,247) | (1,397,172) | |||||||||
Profit on disposal of subsidiaries | 971,903 | ||||||||||
Total discontinued operations | 318,656 | (1,397,172) | |||||||||
Net Loss | $ (1,706,706) | $ (1,787,312) | $ (4,082,507) | $ (3,532,596) | $ (3,729,106) | $ (5,067,734) | |||||
Basic and diluted loss per share | |||||||||||
Continuing operations | [1] | $ (0.01) | $ (0.05) | $ (0.02) | $ (0.15) | $ (0.14) | $ (0.47) | ||||
Discontinued operations | [1] | (0.02) | (0.07) | 0.01 | (0.18) | ||||||
Basic and diluted loss per share total | [1] | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.22) | $ (0.13) | $ (0.65) | ||||
Weighted Average Number of Shares Outstanding | |||||||||||
Basic and diluted | 181,960,300 | [1] | 24,977,520 | [1] | 164,604,005 | [1] | 15,933,974 | [1] | 29,170,995 | 7,829,947 | |
Other Comprehensive gain | |||||||||||
Foreign currency translation adjustment | $ (2,286) | $ 15,438 | $ (380,907) | $ (106,647) | |||||||
Total Comprehensive income (loss) | $ (1,706,706) | $ (1,789,598) | $ (4,082,507) | $ (3,517,158) | $ (4,110,013) | $ (5,174,381) | |||||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | |||
Balance at beginning at Dec. 31, 2017 | $ 562 | $ 8,499,560 | $ (13,388,191) | $ 487,554 | $ (4,400,515) | ||||
Balance at beginning (in shares) at Dec. 31, 2017 | 5,620,742 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 323 | 6,199,688 | 6,200,011 | ||||||
Conversion of debt to equity (in shares) | 3,232,600 | [1] | |||||||
Translation adjustment | (106,647) | (106,647) | |||||||
Shares issued for services | $ 1 | 34,738 | 34,739 | ||||||
Shares issued for services (in shares) | 11,580 | [1] | |||||||
Stock based compensation | $ 2 | 52,173 | 52,175 | ||||||
Stock based compensation (in shares) | 19,000 | [1] | |||||||
Stock option compensation expense | 79,606 | 79,606 | |||||||
Net loss | (5,067,734) | (5,067,734) | |||||||
Balance at ending at Dec. 31, 2018 | $ 888 | 14,865,765 | [1] | (18,455,925) | 380,907 | (3,208,365) | |||
Balance at ending (in shares) at Dec. 31, 2018 | 8,883,922 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 244 | [1] | 677,719 | [1] | 677,963 | ||||
Conversion of debt to equity (in shares) | 2,437,616 | [1] | |||||||
Translation adjustment | [1] | [1] | 10,019 | 10,019 | |||||
Translation adjustment (in shares) | [1] | ||||||||
Net loss | [1] | [1] | (866,843) | (866,843) | |||||
Balance at ending at Mar. 31, 2019 | $ 1,132 | [1] | 15,543,484 | [1] | (19,322,768) | 390,926 | (3,387,226) | ||
Balance at ending (in shares) at Mar. 31, 2019 | 11,321,568 | [1] | |||||||
Balance at beginning at Dec. 31, 2018 | $ 888 | 14,865,765 | [1] | (18,455,925) | 380,907 | (3,208,365) | |||
Balance at beginning (in shares) at Dec. 31, 2018 | 8,883,922 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (3,532,596) | ||||||||
Balance at ending at Sep. 30, 2019 | $ 3,105 | [1] | 17,086,236 | [1] | (21,988,521) | 396,345 | (4,502,835) | ||
Balance at ending (in shares) at Sep. 30, 2019 | 31,047,897 | [1] | |||||||
Balance at beginning at Dec. 31, 2018 | $ 888 | 14,865,765 | [1] | (18,455,925) | 380,907 | (3,208,365) | |||
Balance at beginning (in shares) at Dec. 31, 2018 | 8,883,922 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Reverse split adjustment | |||||||||
Reverse split adjustment (in shares) | 99 | [1] | |||||||
Conversion of debt to equity | $ 11,929 | 6,486,076 | 6,498,005 | ||||||
Conversion of debt to equity (in shares) | 119,285,531 | [1] | |||||||
Translation adjustment | (380,907) | (380,907) | |||||||
Shares issued for services | $ 8 | 162,246 | 162,254 | ||||||
Shares issued for services (in shares) | 82,572 | [1] | |||||||
Share subscriptions | $ 65 | 64,935 | 65,000 | ||||||
Share subscriptions (in shares) | 650,000 | [1] | |||||||
Net loss | (3,729,106) | (3,729,106) | |||||||
Balance at ending at Dec. 31, 2019 | $ 12,890 | 21,579,022 | [1] | (22,185,031) | (593,119) | ||||
Balance at ending (in shares) at Dec. 31, 2019 | 128,902,124 | [1] | |||||||
Balance at beginning at Mar. 31, 2019 | $ 1,132 | [1] | 15,543,484 | [1] | (19,322,768) | 390,926 | (3,387,226) | ||
Balance at beginning (in shares) at Mar. 31, 2019 | 11,321,568 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 352 | [1] | 371,578 | [1] | 371,930 | ||||
Conversion of debt to equity (in shares) | 3,517,084 | [1] | |||||||
Translation adjustment | [1] | [1] | 7,705 | 7,705 | |||||
Translation adjustment (in shares) | [1] | ||||||||
Shares issued for services | $ 8 | [1] | 162,246 | [1] | 162,254 | ||||
Shares issued for services (in shares) | 82,572 | [1] | |||||||
Net loss | (878,441) | (878,441) | |||||||
Balance at ending at Jun. 30, 2019 | $ 1,492 | [1] | 16,077,308 | [1] | (20,201,209) | 398,631 | (3,723,778) | ||
Balance at ending (in shares) at Jun. 30, 2019 | [1] | 14,921,224 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 1,548 | [1] | 943,993 | [1] | 945,541 | ||||
Conversion of debt to equity (in shares) | 15,476,673 | [1] | |||||||
Translation adjustment | [1] | [1] | (2,286) | (2,286) | |||||
Translation adjustment (in shares) | [1] | ||||||||
Share subscriptions | $ 65 | [1] | 64,935 | [1] | 65,000 | ||||
Share subscriptions (in shares) | 650,000 | [1] | |||||||
Net loss | [1] | [1] | (1,787,312) | (1,787,312) | |||||
Balance at ending at Sep. 30, 2019 | $ 3,105 | [1] | 17,086,236 | [1] | (21,988,521) | 396,345 | (4,502,835) | ||
Balance at ending (in shares) at Sep. 30, 2019 | 31,047,897 | [1] | |||||||
Balance at beginning at Dec. 31, 2019 | $ 12,890 | 21,579,022 | [1] | (22,185,031) | (593,119) | ||||
Balance at beginning (in shares) at Dec. 31, 2019 | 128,902,124 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 169 | [1] | 105,966 | [1] | 106,135 | ||||
Conversion of debt to equity (in shares) | 1,692,764 | [1] | |||||||
Settlement of liabilities | $ 250 | [1] | 99,914 | [1] | 100,164 | ||||
Settlement of liabilities (in shares) | 2,504,110 | [1] | |||||||
Shares issued for services | $ 54 | [1] | 29,946 | [1] | 30,000 | ||||
Shares issued for services (in shares) | 535,714 | [1] | |||||||
Share subscriptions | $ 140 | [1] | 32,860 | [1] | 33,000 | ||||
Share subscriptions (in shares) | 1,400,000 | [1] | |||||||
Stock based compensation | $ 200 | [1] | 87,800 | [1] | 88,000 | ||||
Stock based compensation (in shares) | 22,000,000 | [1] | |||||||
Fair value of Restricted Stock Awards | $ 2,050 | [1] | 311,781 | [1] | 313,831 | ||||
Fair value of Restricted Stock Awards, shares | [1] | 20,495,000 | |||||||
Net loss | [1] | [1] | (1,398,063) | (1,398,063) | |||||
Balance at ending at Mar. 31, 2020 | $ 15,753 | [1] | 22,247,289 | [1] | (23,583,094) | (1,320,052) | |||
Balance at ending (in shares) at Mar. 31, 2020 | 157,529,712 | [1] | |||||||
Balance at beginning at Dec. 31, 2019 | $ 12,890 | 21,579,022 | [1] | (22,185,031) | (593,119) | ||||
Balance at beginning (in shares) at Dec. 31, 2019 | 128,902,124 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (4,082,507) | ||||||||
Balance at ending at Sep. 30, 2020 | $ 19,112 | [1] | 23,046,384 | [1] | (26,267,538) | (3,202,042) | |||
Balance at ending (in shares) at Sep. 30, 2020 | 191,121,339 | [1] | |||||||
Balance at beginning at Mar. 31, 2020 | $ 15,753 | [1] | 22,247,289 | [1] | (23,583,094) | (1,320,052) | |||
Balance at beginning (in shares) at Mar. 31, 2020 | 157,529,712 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 533 | [1] | 154,933 | [1] | 155,466 | ||||
Conversion of debt to equity (in shares) | 5,330,737 | [1] | |||||||
Shares issued for services | $ 28 | [1] | 13,472 | [1] | 13,500 | ||||
Shares issued for services (in shares) | 282,146 | [1] | |||||||
Fair value of Restricted Stock Awards | 62,765 | [1] | 62,765 | ||||||
Net loss | [1] | [1] | (977,738) | (977,738) | |||||
Balance at ending at Jun. 30, 2020 | $ 16,314 | [1] | 22,478,459 | [1] | (24,560,832) | (2,066,059) | |||
Balance at ending (in shares) at Jun. 30, 2020 | 163,142,595 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of debt to equity | $ 2,798 | [1] | 505,159 | [1] | 507,957 | ||||
Conversion of debt to equity (in shares) | 27,978,744 | [1] | |||||||
Fair value of Restricted Stock Awards | [1] | 62,766 | [1] | 62,766 | |||||
Net loss | [1] | [1] | (1,706,706) | (1,706,706) | |||||
Balance at ending at Sep. 30, 2020 | $ 19,112 | [1] | $ 23,046,384 | [1] | $ (26,267,538) | $ (3,202,042) | |||
Balance at ending (in shares) at Sep. 30, 2020 | 191,121,339 | [1] | |||||||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (4,082,507) | $ (3,532,596) | $ (3,729,106) | $ (5,067,734) |
Less: net loss from discontinued operations | 1,084,616 | (318,656) | 1,397,172 | |
Net loss from continuing operations | (4,082,507) | (2,447,980) | (4,047,762) | (3,670,562) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Derivative liability movements | 101,945 | (986,011) | (1,981,938) | (4,129,793) |
Depreciation | 8,333 | |||
Amortization of debt discount | 801,460 | 1,500,143 | 1,692,110 | 2,637,656 |
Investment impairment charge | 1,019,960 | |||
Loss on conversion of debt to equity | 433,610 | 1,037,822 | 2,838,599 | 3,738,307 |
Loss on settlement of liabilities | 50,164 | |||
Penalty on convertible notes | 150,000 | 191,757 | ||
Provision against Receivables | 129,995 | |||
Convertible notes issued for services | 53,516 | 62,996 | 119,974 | |
Shares issued for services | 43,500 | 162,253 | 34,739 | |
Stock based compensation | 527,362 | 162,254 | 131,781 | |
Amortization of right of use asset | 24,451 | |||
Changes in Assets and Liabilities | ||||
Other current assets | 42,390 | 1,441 | 4,521 | (1,380) |
Accounts payable and accrued expenses | 95,227 | 416,573 | 249,815 | 58,476 |
Operating lease liabilities | (24,451) | |||
Interest accruals | 7,253 | 220,934 | 204,013 | 241,053 |
Cash used in operating activities - continuing operations | (951,303) | 108,692 | (493,641) | (839,749) |
Cash used in operating activities - discontinued operations | (632,428) | (281,215) | (894,571) | |
CASH USED IN OPERATING ACTIVITIES | (951,303) | (523,736) | (774,856) | (1,734,320) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Plant and equipment purchased | (50,000) | |||
Net cash used in investing activities - continuing operations | (50,000) | |||
Net cash used in investing activities - discontinued operations | (2,441) | (291) | ||
NET CASH USED IN INVESTING ACTIVITIES | (50,000) | (2,441) | (291) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from share issuances | 33,000 | 65,000 | ||
Proceeds from loans payable | 85,000 | 199,455 | 264,435 | 267,491 |
Repayment of loans payable | (104,500) | |||
Repayment of convertible notes | (703,164) | (138,000) | (394,226) | |
Proceeds from short term notes and convertible notes | 1,602,100 | 300,327 | 859,453 | 2,021,867 |
Proceeds from federal relief funds | 210,292 | |||
Net cash provided by financing activities - continuing operations | 1,050,888 | 1,895,132 | ||
Net cash provided by financing activities - discontinued operations | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,122,728 | 499,782 | 1,050,888 | 1,895,132 |
Effect of exchange rate changes on cash and cash equivalents | 8,408 | (344,347) | (108,255) | |
NET DECREASE IN CASH | 121,425 | (17,987) | (68,315) | 52,266 |
CASH AT BEGINNING OF PERIOD | 2,979 | 71,294 | 71,294 | 19,028 |
CASH AT END OF PERIOD | 124,404 | 53,307 | 2,979 | 71,294 |
CASH PAID FOR INTEREST AND TAXES: | ||||
Cash paid for income taxes | ||||
Cash paid for interest | 340,242 | 61,007 | ||
NON CASH INVESTING AND FINANCING ACTIVITIES | ||||
Recognition of right of use lease | 86,741 | |||
Notes payable including interest thereon converted to convertible notes payable | 298,117 | 405,735 | ||
Conversion of convertible debt to equity | 769,558 | 1,022,612 | 2,777,768 | 2,461,705 |
Conversion of loans payable to equity | 791,857 | |||
Settlement of liabilities with equity | $ 100,164 | $ 74,662 | ||
Inventory reclassed to fixed assets | $ 146,774 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS a) Organization On May 12, 2016, Innovative Payment Solutions, Inc. (formerly known as QPAGOS and Asiya Pearls, Inc.), a Nevada corporation ("IPSI" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Qpagos Corporation, a Delaware corporation ("Qpagos Corporation"), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of IPSI ("Merger Sub"). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the "Merger"), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation's capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of IPSI common stock, par value $0.0001 per share (the "Common Stock"). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, IPSI assumed all of Qpagos Corporation's warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 6,219,200 pre reverse split (621,920 post reverse split that was effected in November 2019) shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPSI stockholder of 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock agreed to return to IPSI 4,975,000 pre reverse split (497,500 post reverse split that was effected in November 2019) shares of Common Stock held by such holder to IPSI and the then-current IPSI stockholder retained an aggregate of 25,000 pre reverse split (2,500 post reverse split that was effected in November 2019) shares of Common Stock and the other stockholders of IPSI retained 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation's former stockholders held 49,929,000 pre reverse split (4,992,900 post reverse split that was effected in November 2019) shares of IPSI common stock which represented approximately 91% of the outstanding Common Stock. The Merger was treated as a reverse acquisition of IPSI, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation was treated as the acquirer for accounting and financial reporting purposes while IPSI was treated as the acquired entity for accounting and financial reporting purposes. Qpagos Corporation ("Qpagos") was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. ("Qpagos Mexico") and Redpag Electrónicos S.A.P.I. de C.V. ("Redpag"). Each of the entities were incorporated in November 2013 in Mexico. Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag was formed to deploy and operate kiosks as a distributor. On May 27, 2016 Asiya changed its name to QPAGOS. On June 1, 2016, the board of directors of QPAGOS (the "Board") changed the Company's fiscal year end from October 31 to December 31. On November 1, 2019, the Company changed its name from QPAGOS to Innovative Payment Solutions, Inc. Also on November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the Company's common stock, par value $0.0001 per share (the "common stock") at a ratio of 1-for-10, effective on November 1, 2019 (the Reverse Stock Split"). As a result of the Reverse Stock Split, each ten pre-split shares of common stock outstanding automatically combined into one new share of common stock without any further action on the part of the holders, and the number of outstanding shares of common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. On December 31, 2019, Innovative Payment Solutions consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the "Vivi Shares") of common stock of Vivi Holdings, Inc. ("Vivi" or "Vivi Holdings") pursuant to a Stock Purchase Agreement dated August 5, 2019 (the "SPA"). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company's shareholders. Innovative Payment Solutions no longer has any business operations in Mexico and has retained its U.S. operations based in Calabasas, California. b) Description of the business Subsequent to the merger of Qpagos Corporation into IPSI and until the divestiture of Qpagos Corporation, Qpagos Mexico and Redpag, the Company's focus was on the operations of Qpagos Corporation in Mexico. The Company's current focus is on providing physical and virtual payment services to the United States market, leveraging the knowledge it obtained from the operations of Qpagos Corporation. On December 31, 2019, the Company consummated the disposal of Qpagos Corporation, including the two Mexican subsidiaries, Qpagos Mexico and Redpag pursuant to the SPA, in exchange for 2,250,000 shares of common stock of Vivi Holdings, of which nine percent (9%) was allocated to the following: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company's shareholders. The Company no longer has any business operations in Mexico and has retained its U.S. operations based in Northridge, California. Qpagos Corporation, through its subsidiaries Qpagos Mexico and Redpag, provided physical and virtual payment services to the Mexican market. Qpagos Corporation provided an integrated network of kiosks, terminals and payment channels that enabled consumers in Mexico to deposit cash, convert it into a digital form and remit the funds to any merchant in our network quickly and securely. Qpagos Mexico helped consumers and merchants connect more efficiently in markets and consumer segments, such as Mexico, that are largely cash-based and lack convenient alternatives for consumers to pay for goods and services in physical, online and mobile environments. c) COVID-19 Outbreak In March 2020, the outbreak of COVID-19 (also known as the coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While, to date, the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company provides an integrated network of kiosks, terminals and payment channels that enable consumers to deposit cash, convert it into a digital form and remit the funds to any merchant in its network quickly and securely. The Company has plans to roll out 50 kiosks in Southern California to provide digital payments for the unbanked and underbanked using self-service kiosks and an E wallet ecosystem. The kiosks are currently located in the Company's warehouses in Southern California awaiting installation. Due to measures imposed by the local governments in areas affected by COVID-19, businesses have been suspended due to local and state stay-at-home orders intended to contain the COVID-19 outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on the Company's business and financial condition and has hampered its ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees for the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. As a result, the Company's books and records were not easily accessible, resulting in delays in preparation and completion of its financial statements. Further, the various governmental mandatory closures of businesses in these locations have precluded the Company's personnel, particularly its senior accounting staff, from obtaining access to its books and records necessary to prepare the Company's financial statements to be included in this Report. The Company continues to monitor the impact of the COVID-19 outbreak closely. The extent to which the COVID-19 outbreak will continue to impact the Company's operations, ability to obtain financing or future financial results is uncertain. | 1 ORGANIZATION AND DESCRIPTION OF BUSINESS a) Organization On May 12, 2016, Innovative Payment Solutions, Inc. (formerly known as QPAGOS and Asiya Pearls, Inc.), a Nevada corporation ("IPSI" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Qpagos Corporation, a Delaware corporation ("Qpagos Corporation"), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of IPS ("Merger Sub"). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the "Merger"), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation's capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of IPS common stock, par value $0.0001 per share (the "Common Stock"). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, IPS assumed all of Qpagos Corporation's warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 6,219,200 pre-reverse split (621,920 post reverse split that was effected in November 2019) shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPS stockholder of 5,000,000 pre-reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock agreed to return to IPS 4,975,000 pre-reverse split (497,500 post reverse split that was effected in November 2019) shares of Common Stock held by such holder to IPS and the then-current IPS stockholder retained an aggregate of 25,000 pre-reverse split (2,500 post reverse split that was effected in November 2019) shares of Common Stock and the other stockholders of IPS retained 5,000,000 pre-reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation's former stockholders held 49,929,000 pre-reverse split (4,992,900 post reverse split that was effected in November 2019) shares of IPS common stock which represented approximately 91% of the outstanding Common Stock. The Merger was treated as a reverse acquisition of IPS, 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 IPS was treated as the acquired entity for accounting and financial reporting purposes. Qpagos Corporation ("Qpagos") was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. (Qpagos Mexico) and Redpag Electrónicos S.A.P.I. de C.V. (Redpag). Each of the entities were incorporated in November 2013 in Mexico. Qpagos, S.A.P.I. de C.V. was formed to process payment transactions for service providers it contracts with, and Redpag Electrónicos S.A.P.I. de C.V. was formed to deploy and operate kiosks as a distributor. On May 27, 2016 Asiya changed its name to QPAGOS. QPAGOS and its direct and indirect subsidiaries Qpagos Corporation, Qpagos, S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V., will be referred to hereafter as "the Company". On June 1, 2016, the board of directors changed the Company's fiscal year end from October 31 to December 31. On November 1, 2019, the Company changed its name to Innovative Payment Solutions Inc. Also on November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company's common stock at a ratio of 1-for-10, effective on November 1, 2019. 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 common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. On December 31, 2019, Innovative Payment Solutions consummated the disposal of Qpagos Corporation, including the two Mexican subsidiaries, Qpagos Mexico and Redpag in exchange for 2,250,000 shares of common stock of Vivi Holdings, of which nine percent (9%) was allocated to the following: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of our shareholders. Innovative Payment Solutions no longer have any business operations in Mexico and has retained its U.S. operations based in Northridge, California. b) Description of the business Qpagos Corporation, through its subsidiaries Qpagos S.A.P.I de C.V. ("Qpagos") and Redpag Electronicos S.A.P.I de C.V. ("Redpag"), provides physical and virtual payment services to the Mexican market. Qpagos Corporation provided an integrated network of kiosks, terminals and payment channels that enabled consumers in Mexico to deposit cash, convert it into a digital form and remit the funds to any merchant in our network quickly and securely. The Company helped consumers and merchants connect more efficiently in markets and consumer segments, such as Mexico, that are largely cash-based and lack convenient alternatives for consumers to pay for goods and services in physical, online and mobile environments. For example, the company's licensed technology can be used to pay bills, add minutes to mobile phones, purchase transportation and tickets, shop online or at a retail store, buy digital services or send money to a friend or relative. On December 31, 2019, the Company consummated the disposal of Qpagos Corporation, including the two Mexican subsidiaries, Qpagos Mexico and Redpag in terms of a Stock Purchase Agreement entered into with Vivi Holdings, Inc on August 5, 2019, in exchange for 2,250,000 shares of common stock of Vivi Holdings, of which nine percent (9%) was allocated to the following: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The SPA was closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of our shareholders. Innovative Payment Solutions no longer have any business operations in Mexico and has retained its U.S. operations based in Northridge, California. |
ACCOUNTING POLICIES AND ESTIMAT
ACCOUNTING POLICIES AND ESTIMATES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
ACCOUNTING POLICIES AND ESTIMATES | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated 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 consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2020 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, 2019, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on May 14, 2020 (the "2019 10-K"). All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company. In the prior year the financial statements included the Company and its wholly owned subsidiary and its indirect subsidiaries. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Entity Percentage Country Disposed of Innovative Payment Solutions, Inc - USA - Qpagos Corporation 100 % USA December 31, 2019 Qpagos, S.A.P.I de C.V. 99.996 % Mexico December 31, 2019 Redpag Electrónicos, S.A.P.I. de C.V 99.990 % Mexico December 31, 2019 c) Mexican Operations The financial statements of the Company's discontinued Mexican operations in the prior period are measured using local currencies as their functional currencies. The Company translated the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at the period end and the results of operations at the average rate throughout the period. The translation adjustments are recorded directly as a separate component of stockholders' equity, while transaction gains (losses) are included in net income (loss). All sales were to customers located in Mexico. d) 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 materially from those estimates and judgments. In particular, significant estimates and judgments include those related to; the estimated useful lives for plant and equipment, investment valuation, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition 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. e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company's estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity. The carrying amounts reported in the balance sheets for cash, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments g) Risks and Uncertainties The Company's operations will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. The recent global Covid-19 breakout has caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. In addition, businesses have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on its business and financial condition and has hampered the Company's ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. h) Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2020-06, debt with Conversion and Other Options (subtopic 470-20): and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40), certain accounting models for convertible debt instruments with beneficial conversion features or cash conversion features are removed from the guidance and for equity instruments the contracts affected are free standing instruments and embedded features that are accounted for as derivatives, the settlement assessment was simplified by removing certain settlement requirements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021. The effects of this ASU on the Company's condensed consolidated financial statements is currently being assessed and is expected to have an impact on the treatment of certain convertible instruments and the derivative liabilities associated with these convertible instruments. The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. i) 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 September 30, 2020 and December 31, 2019, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At September 30, 2020 and December 31, 2019, the balance did not exceed the federally insured limit. j) Investments The Company's non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn't result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. The Company recorded an impairment charge of $0 and $1,019,960 on its non-marketable equity securities for the three and nine months ended September 30, 2020, respectively. The impairment charge was based on management's determination that due to the lack of ability, to date, by Vivi Holdings ("Vivi") to fulfill its capital raising requirements and implement its business strategy that there is a significant risk that Vivi may not be able to meet its obligations. k) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 3 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. l) 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. m) Revenue Recognition The Company's revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue. The Company's revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. The Company had the following sources of revenue during the nine months ended September 30, 2019 which was recognized on the basis described below. ● Revenue from the sale of services Prepaid services were acquired from providers and were sold to end-users through kiosks that the Company owned or kiosks that were owned by third parties. The Company recognized the revenue on the sale of these services when the end-user deposited funds into the terminal and the prepaid service was delivered to the end-user. The revenue was recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which was collected on behalf of the Mexican Revenue Authorities. ● Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through its kiosks. During the nine months ended September 30, 2019, the Company earned either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acted as a collection agent and recognized the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the funds were deposited into the kiosk and the customer had settled his liability or had acquired a prepaid service. ● Revenue from the sale of kiosks. During the nine months ended September 30, 2019, the Company imported, assembled and sold kiosks that were used to generate the revenues discussed above. Revenues were recognized on the full value of the kiosks sold, net of any sales taxation collected on behalf of the Revenue authorities, when the customers took delivery of the kiosk and all the risks and rewards of ownership were passed to the customer. n) 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 Merger on May 12, 2016, all share-based payments were based on management's estimate of market value of the Company's equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company's common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company's reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. o) Derivative Liabilities ASC topic 815: Derivatives and Hedging ("topic 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. p) 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. | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. Effective December 31, 2019, the Company disposed of Qpagos Corporation, Qpagos S.A.P.I. de CV and Redpag Electronicos, S.A.P.I. de CV, these entities are reported as discontinued operations in these consolidated financial statements. The entities included in these consolidated financial statements are as follows: Innovative Payment Solutions, Inc. - Parent Company Qpagos Corporation - 100% owned – disposed of effective December 31, 2019. Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) – disposed of effective December 31, 2019. Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) – disposed of effective December 31, 2019. c) Mexican Operations The financial statements of the Company's discontinued Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders' equity, while transaction gains (losses) are included in net income (loss). All sales to customers are in Mexico. d) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company's estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity. The carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments g) Risks and Uncertainties The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated, including the potential risk of business failure. The recent global Covid-19 breakout has caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. In addition, businesses have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on our business and financial condition and has hampered our ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company's operations were carried out in Mexico. Accordingly, the Company's business, financial condition and results of operations were influenced by the political, economic and legal environment in Mexico and by the general state of that economy. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. h) Adoption of accounting standards In February 2016, the Financial Accounting Standards Board ("FSAB") issued Accounting Standards Update ("ASU"), No. 2016-02, Leases (Topic 842) (ASC 842) The amendments in this update establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, the prospective transition method, which allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the new standard on January 1, 2019 using the prospective transition method. The Company has identified all leases and reviewed the leases to determine the impact of ASC 842 on its consolidated financial statements. The Company has elected to apply all of the practical expedients to all leases, which include not reassessing (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The adoption of the new standard resulted in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019 of MXN Pesos 639,400 ($32,996) utilizing an incremental borrowing rate of 10.65% and the subsequent amortization of the asset and the lease liability. i) Recent accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) The Amendments in this update reduce the complexity in accounting for income taxes by removing certain exceptions to accounting for income taxes and deferred taxes and simplifying the accounting treatment of franchise taxes, a step up in the tax basis of goodwill as part of business combinations, the allocation of current and deferred tax to a legal entity not subject to tax in its own financial statements, reflecting changes in tax laws or rates in the annual effective rate in interim periods that include the enactment date and minor codification improvements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020. The effects of this ASU on the Company's financial statements is not considered to be material. The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. j) Reporting by Segment No segmental information is required as the Company, during the years ended December 31, 2019 and 2018 only had one segment of business from which it derived revenue, providing physical and virtual payment services in the Mexican Market. This business segment was discontinued on December 31, 2019 and no revenue has been derived from activities in the US market as yet. k) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2019 and December 31, 2018, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At December 31, 2019 and 2018, the balance did not exceed the federally insured limit. l) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December 31, 2019 and 2018. m) Investments The Company's non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn't result in influence over the company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. The Company had no realized or unrealized gains or losses on its non-marketable equity securities and on cumulative net gain or loss in 2019. n) Inventory The Company primarily values inventories at the lower of cost or net realizable value applied on a first-in, first-out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory ageing. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value. o) Advances received from customers Other than the sale of kiosks to customers, the provision of services through our kiosks is conducted on a cash basis. Customers are required to deposit cash with the Company to meet anticipated demand for services provided through kiosks either owned or operated by them. The services provided through the customer owned or operated kiosks are deducted from the deposits held on their behalf, the Company requires that these deposits be replenished as and when the services are provided. p) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 7 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. q) Intangibles All of the Company's intangible assets are subject to amortization. The Company evaluates the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Where intangibles are deemed to be impaired, we recognize an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. i) License Agreements License agreements acquired by the Company are reported at acquisition value less accumulated amortization and impairments. ii) Amortization Amortization is reported in the statement of operations on a straight-line basis over the estimated useful life of the intangible assets, unless the useful life is indefinite. Amortizable intangible assets are amortized from the date that they are available for use. The estimated useful life of the license agreement is five years which is the expected period for which we expect to derive a benefit from the underlying license agreements. r) 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. s) Revenue Recognition The Company's revenue recognition policy is consistent with the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (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 has the following sources of revenue which is recognized on the basis described below. ● Revenue from the sale of services Prepaid services are acquired from providers and is sold to end-users through kiosks that the Company owns or kiosks that are owned by third parties. The Company recognizes the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which is collected on behalf of the Mexican Revenue Authorities. ● Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through its kiosks. The Company earns either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acts as a collection agent and recognizes the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the funds are deposited into the kiosk and the customer has settled his liability or has acquired a prepaid service. ● Revenue from the sale of kiosks. The Company imports, assembles and sell kiosks that are used to generate the revenues discussed above. Revenue is recognized on the full value of the kiosks sold, net of any valued added taxation collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the customer takes delivery of the kiosk and all the risks and rewards of ownership are passed to the customer. The Company does not enter into any leasing of kiosks arrangements with customers and the Company does not generate any revenues from merchants who access its terminals as yet. t) Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards' grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations. Prior to the Company's reverse merger which took place on May 12, 2016, all share-based payments were based on management's estimate of market value of the Company's equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company's common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company's reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. u) 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. v) Income Taxes Prior to December 31, 2019, the Company's primary operations were based in Mexico and enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2019, and 2018, there have been no interest or penalties incurred on income taxes. w) Comprehensive income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes translation adjustment and net loss. x) 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | 3 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred an operating loss since inception resulting in an accumulated deficit of $26,267,538 as of September 30, 2020 and has not generated sufficient revenue to cover its operating expenditure, raising substantial doubt about the Company's ability to continue as a going concern. In addition to operational expenses, as the Company executes its US business plan, additional capital resources will be required. The Company will need to raise capital in the near term in order to continue operating and executing its new US business plan. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has acquired kiosks that it plans to deploy in the US market and establish a payment solution to certain demographic sectors, thereby generating revenues in the US market with an expected improvement in margins. In addition, the Company intends to raise additional equity or loan funds to meet its short-term working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern for at least the next twelve months from the date the financial statements were issued. | 3 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Other than the disposal of its subsidiary Qpagos Corporation, including its Mexican operations, the Company has incurred an operating loss since inception resulting in an accumulated deficit of $22,185,031, after realizing a profit on disposal of Qpagos Corporation and the Mexican operations of $971,903, as of December 31, 2019 and has not generated sufficient revenue to cover its operating expenditure, raising substantial doubt about the Company's ability to continue as a going concern. In addition to operational expenses, as the Company executes its US business plan, additional capital resources will be required. The Company will need to raise capital in the near term in order to continue operating and executing its new US business plan. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has acquired kiosks that it plans to deploy in the US market and establish a payment solutions to certain demographic sectors, thereby generating revenues in the US market with an expected improvement in margins, in addition, the Company intends to raise additional equity or loan funds to meet its short-term working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern for at least the next twelve months from the date the financial statements were issued. |
PROFIT ON DISPOSAL OF SUBSIDIAR
PROFIT ON DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2019 | |
Profit on Disposal of Subsidiaries [Abstract] | |
PROFIT ON DISPOSAL OF SUBSIDIARIES | 4 PROFIT ON DISPOSAL OF SUBSIDIARIES Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation, to Vivi Holdings, Inc. ("Vivi"), together with its ownership interest of 99.9% of Qpagos Corporations' two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V. (the "Sale"). The Sale was conducted pursuant to a Stock Purchase Agreement (the "Purchase Agreement") between the Company and Vivi, dated August 5, 2019. The Purchase Agreement contains customary representations, warranties and covenants made by Company and Vivi. As consideration for the Acquisition, and in accordance with the Purchase Agreement, Vivi issued an aggregate of 2,250,000 fully-paid and non-assessable shares of its common stock (the "Shares") as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company's designee, Mr. Andrey Novikov; 33,750 Shares to the Company's designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company's designee, Mr. Gaston Pereira. In addition, in connection with the closing of the Sale, the Company received an unsecured non-interest bearing promissory note from Qpagos Corporation. relating to refunds of certain Value Added Tax amounts anticipated to be received for tax years 2015 through 2019 (each, a "VAT Refund") from the Mexican Tax Administration, or the applicable Mexican governmental authority. QPAGOS Corporation. has agreed to diligently file the VAT Refund for tax years 2015 through 2019 and to pay the Company forty-six percent of each VAT Refund received by it, up to $130,000. The Company no longer has any business operations in Mexico and has retained its U.S. operations based in Northridge, California. Year ended Proceeds on disposal Shares in Vivi Holdings, Inc. $ 1,120,836 Promissory note from Qpagos Corporation 130,000 Kiosks to be transferred to Innovative Payment Solutions 50,000 Gross proceeds 1,300,836 Vivi Holdings, Inc. shares distributed as deal related fees (100,875 ) Deal related expenses (28,328 ) Net proceeds $ 1,171,633 Assets disposed of: Cash $ 59,551 Inventory 150,117 Accounts receivable 10,863 Recoverable IVA and tax credits 170,981 Other current assets 186,093 Intangible assets 39,417 Plant and equipment 178,778 Other non-current assets 12,849 808,649 Liabilities assumed by purchaser Accounts payable and other payables (355,652 ) Notes payable (43,000 ) IVA and other taxes payable (14,923 ) Advances from customers (195,344 ) Net (608,919 ) Net assets sold $ 199,730 Net profit realized on disposal $ 971,903 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
DISCONTINUED OPERATIONS | 4 DISCONTINUED OPERATIONS Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation to Vivi. The operations of Qpagos Corporation and its two Mexican entities; Qpagos Mexico and Redpag which represent substantially all of its assets, are reported as discontinued operations. The statement of operations from discontinued operations is as follows: Three months Nine months 2019 2019 Net Revenue $ 3,480,878 $ 7,550,475 Cost of Goods Sold 3,767,192 7,748,178 Gross profit (286,314 ) (197,703 ) General and administrative 278,960 832,623 Depreciation and amortization and impairment costs 11,276 33,885 Total Expense 290,236 866,508 Loss from Operations (576,550 ) (1,064,211 ) Other income (expense) (866 ) 1,007 Foreign currency loss (15,436 ) (21,412 ) Loss before taxation (592,852 ) (1,084,616 ) Taxation - - Loss from discontinued operations, net of taxation (592,852 ) $ (1,084,616 ) | 5 DISCONTINUED OPERATIONS Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp to Vivi. The operations of Qpagos Corp and its two Mexican entities; QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, which represent substantially all of its assets, are reported as discontinued operations. The following assets and liabilities are reported as discontinued operations: December 31, 2018 Current Assets Accounts receivable $ 60,523 Inventory 330,632 Recoverable IVA taxes and credits 98,493 Other current assets 169,564 Total current assets 659,212 Non-current assets Plant and equipment, net 228,103 Intangibles, net 82,417 Investment 3,000 Other assets 10,373 Total non-current assets 323,893 Assets held for sale $ 983,105 Current liabilities Accounts payable $ 40,136 ICA and other taxes payable 18,969 Advances from clients 120,909 Liabilities held for sale $ 180,014 The statement of operations from discontinued operations is as follows: Year ended Year ended December 31, December 31, 2019 2018 Net Revenue $ 11,480,637 $ 7,936,273 Cost of Goods Sold 11,525,223 7,867,557 Gross (loss) profit (44,586 ) 68,716 General and administrative 953,491 1,513,807 Depreciation and amortization and impairment costs 45,360 65,455 Total Expense 998,851 1,579,262 Loss from Operations (1,043,437 ) (1,510,546 ) Other income 6,648 5,934 Foreign currency gain 383,542 107,440 Loss before taxation (653,247 ) (1,397,172 ) Taxation - - Loss from discontinued operations, net of taxation $ (653,247 ) $ (1,397,172 ) |
INVESTMENT
INVESTMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||
INVESTMENT | 5 INVESTMENT Investment in Vivi Holdings, Inc. Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation, together with its 99.9% ownership interest of Qpagos Mexico and Redpag, to Vivi. As consideration for the disposal Vivi issued an aggregate of 2,250,000 Shares of its common stock as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company's designee, Mr. Andrey Novikov; 33,750 Shares to the Company's designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company's designee, Mr. Gaston Pereira. Due to the lack of available information, the Vivi Shares were valued by a modified market method, whereby the value of the assets disposed of were determined by management using the enterprise value of the entire Company less the liabilities and assets retained by the Company. As of September 30, 2020, the Company impaired the carrying value of the investment in Vivi by $1,019,960 based on Vivi's lack of ability to execute on its proposed IPO and fund raising activities, largely impacted by the COVID-19 pandemic. The shares in Vivi are unlisted as of September 30, 2020. September 30, December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 $ 1,019,961 Impairment provision (1,019,960 ) - $ 1 $ 1,019,961 | 6 INVESTMENT Investment in Vivi Holdings, Inc. Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp, together with its 99.9% ownership interest of Qpagos Corporations' two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, to Vivi. As consideration for the disposal Vivi issued an aggregate of 2,250,000 Shares of its common stock as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company's designee, Mr. Andrey Novikov; 33,750 Shares to the Company's designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company's designee, Mr. Gaston Pereira. Due to the lack of available information, the Vivi Shares were valued by a modified market method, whereby the value of the assets disposed of were determined by management using the enterprise value of the entire Company less the liabilities and assets retained by the Company. The shares in Vivi Holdings, Inc., are unlisted as of December 31, 2019. December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | 6 LEASES Adoption of ASC Topic 842, "Leases" On January 1, 2019, the Company adopted Topic 842 using the prospective transition method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting under Topic 840. The Company entered into a real property lease for office and warehouse space located at 19355 Business Center Drive in Northridge California, Los Angeles County. The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly rental expense is $3,945 per month with no escalations during the term of the lease. The initial value of the right-of-use asset was $86,741 and the operating lease liability was $86,741. The Company monitors for events or changes in circumstances that require a reassessment of our lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset unless doing so would reduce the carrying amount of the right-of-use asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative right-of-use asset balance is recorded as a loss in the statement of operations. Discount Rate To determine the present value of minimum future lease payments for operating leases at February 15, 2020, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the 5 year ARM interest rate at the time of entering into the agreement and compared that rate to the Company's weighted average cost of funding at the time of entering into the operating lease. The Company determined that 10.00% was an appropriate incremental borrowing rate to apply to its real-estate operating lease. Right of use assets Right of use assets included in the unaudited condensed consolidated Balance Sheet are as follows: September 30, Non-current assets Right of use assets, operating leases, net of amortization $ 62,290 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Nine months Operating lease expense $ 29,588 Maturity of Operating Leases The amount of future minimum lease payments under operating leases are as follows: Amount Undiscounted minimum future lease payments Total instalments due: 2020 $ 11,835 2021 47,340 2022 7,890 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 Other lease information: Nine months September 30, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (29,588 ) Remaining lease term – operating lease 17 months Discount rate – operating lease 10.0 % |
FEDERAL RELIEF LOANS
FEDERAL RELIEF LOANS | 9 Months Ended |
Sep. 30, 2020 | |
Federal Relief Loan [Abstract] | |
FEDERAL RELIEF LOANS | 7 FEDERAL RELIEF LOANS Payroll Protection Program loan On May 7, 2020, the Company received a Payroll Protection Program ("PPP") loan through its bankers, Wells Fargo Bank, amounting to $60,292 earning interest at 1% per annum, maturing on May 5, 2022 and repayable in installments of $2,538 commencing on November 5, 2020. The Company may apply for the loan to be forgiven in whole or in part based on the loan being utilized for payroll costs, continuation of healthcare benefits, mortgage interest payments, rent, utility and interest payments on any other debt obligation. The Company anticipates that the loan will be forgivable. Small Business Administration Disaster Relief loan On July 7, 2020, the Company received a Small Business Economic Injury Disaster loan amounting to $150,000, bearing interest at 3.75% per annum and repayable in monthly installments of $731 commencing twelve months after inception with the balance of interest and principal repayable on July 7, 2050. The loan is secured by all tangible and intangible assets of the Company. The proceeds are to be used for working capital purposes to alleviate economic injury caused by the COVID-19 pandemic. |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Loans Payable [Abstract] | ||
LOANS PAYABLE | 8 LOANS PAYABLE Loans payable consisted of the following: Description Interest Maturity September 30, December 31, Stanislav Minaychenko 4.0 % September 16, 2020 14,390 23,930 Maxim Pukhoskiy 4.0 % June 16, 2020 7,963 17,683 Dieter Busenhart 10.0 % January 17, 2021 1,050 - Alexander Motorin 4.0 % December 23, 2020 - 20,018 Total loans payable $ 23,403 $ 61,631 Interest expense totaled $767 and $1,148 for the three and nine months ended September 30, 2020, respectively, and $1,328 and $6,803 for the three and nine months ended September 30, 2019, respectively. Stanislav Minaychenko On December 17, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Stanislav Minaychenko, the Company issued a promissory note to Mr. Minaychenko in settlement of $23,893 owing to him in terms of a service agreement dated September 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020. During the nine months ended September 30, 2020, the Company repaid an aggregate principal amount of $10,000. On July 1, 2020, the Company entered into an extension agreement with Stanislav Minaychenko, extending the maturity date to September 16, 2020. The note is currently in default as we were unable to pay the outstanding balance by September 16, 2020. The note has no default penalties and we anticipate repaying the note as soon as we have sufficient funds. The balance of the promissory note, including interest thereon at September 30, 2020 is $14,390. Maxim Pukhoskiy On December 17, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Maxim Pukhoskiy, the Company issued a promissory note to Mr. Pukhoskiy in settlement of $17,856 owing to him in terms of a service agreement dated May 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020. During the nine months ended September 30, 2020, the Company repaid an aggregate principal amount of $10,000. The note is currently in default as we were unable to pay the outstanding balance by June 16, 2020. The note has no default penalties and we anticipate repaying the note as soon as we have sufficient funds. The balance of the promissory note, including interest thereon at September 30, 2020 is $7,963. Dieter Busenhart On July 17, 2020, the Company issued a promissory note to Dieter Busenhart in the aggregate principal amount of $50,000 for net proceeds of $50,000, bearing interest at 10% per annum and maturing on January 17, 2021. Between August 5, 2020 and September 16, 2020, the Company repaid $49,500 of the principal outstanding. The balance of the promissory note, including interest thereon at September 30, 2020 is $1,050. Alexander Motorin On December 23, 2019, in terms of a debt purchase agreement entered into with Waketec OU, Mr. Motorin acquired $20,000 of the promissory note issued to Waketec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the company agreed to the assignment of the debt owed to Mr. Motorin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $20,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. On January 7, 2020, the Company entered into a debt exchange agreement whereby the aggregate principal sum of $20,000 plus accrued interest of $33 was exchanged for 1,001,644 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $20,033. | 7 LOANS PAYABLE Loans payable consisted of the following: Description Interest Maturity December 31, December 31, Stanislav Minaychenko 4.0 % June 16, 2020 23,930 - Maxim Pukhovskiy 4.0 % June 16, 2020 17,683 - Wakatec OU 4.0 % December 21, 2020 - - Alexander Motorin 4.0 % December 23,2020 20,018 - Andrey Novikov 8.0 % December 9, 2020 - - Victoria Akhmetova 15 % January 11, 2020 - 56,044 Boba Management Corporation 10 % December 26, 2020 - - 10 % February 22, 2020 - - 10 % March 1, 2020 - - 10 % March 26, 2020 - - - April 12, 2020 - - - May 7, 2020 - - - May 13,2020 - - - May 20, 2020 - - - May 23, 2020 - - Global Business Partnership AG 10 % January 14, 2020 - - Total loans payable $ 61,631 $ 56,044 Interest expense totaled $7,513 and $6,044 for the year ended December 31, 2019 and 2018, respectively. Stanislav Minaychenko On December 17,2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Stanislav Minaychenko, the Company issued a promissory note to Mr. Minaychenko in settlement of $23,893 owing to him in terms of a service agreement dated September 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $23,930. Maxim Pukhovskiy On December 17, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Maxim Pukhovskiy, the Company issued a promissory note to Mr. Pukhovskiy in settlement of $17,856 owing to him in terms of a service agreement dated May 1, 2015. The promissory note bears interest at 4% per annum, is unsecured and matures on June 16, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $17,683. Wakatec OU On December 21, 2019, the Company issued a promissory note to Wakatec OU in settlement of a $93,000 trade payable owing by Qpagos Corporation to Wakatec OU. The promissory note bears interest at 4% per annum, is unsecured and matures on December 21, 2020. On December 23, 2019, in terms of two debt purchase agreements and assignment agreements entered into Wakatec disposed of $30,000 and $20,000 of the promissory note to Vladimir Skiguine and Alexander Motorin. The remaining principal outstanding of $43,000 was disposed of in terms of the sale of Qpagos Corporation to Viv Holdings, Inc. (Note 4 above). Alexander Motorin On December 23, 2019, in terms of a debt purchase agreement entered into with Wakatec OU, Mr. Motorin acquired $20,000 of the promissory note issued to Wakatec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the company agreed to the assignment of the debt owed to Mr. Motorin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $20,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $20,018. Andrey Novikov On December 9, 2019, in terms of a settlement agreement entered into between the Company, Qpagos Corporation and Andrey Novikov, the Company issued a promissory note to Mr. Novikov in settlement of $131,906 of a total debt owing to Mr. Novikov of $156,206 owing to him in terms of a service agreement dated September 1, 2015, the balance remaining as owing to Mr. Novikov by Qpagos Corporation. The promissory note bears interest at 8% per annum, is unsecured and matures on December 9,2020. On December 11, 2019, Mr. Novikov entered into two debt purchase agreements, whereby he disposed of the promissory note as follows; (i) a portion of the note in the principal amount of $65,953 was sold and assigned to Strategic IR and; (ii) a portion of the note in the principal amount of $65,953 was sold and assigned to Vladimir Skiguine, thereby extinguishing the liability owing to Mr. Novikov. Viktoria Akhmetova On April 17, 2018, the Company issued a Promissory Note in the aggregate principal amount of $50,000 to Viktoria Akhmetova. The note had a maturity date of September 13, 2018 and a coupon of 18% per annum. The Company had the right to prepay the note without penalty prior to maturity date. On September 13, 2018, the maturity date of the note was extended to January 11, 2019. On March 19, 2019, the note was extended to January 11, 2020, and the interest rate changed to 15% per annum. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The balance of the note as of July 30, 2019, plus accrued interest thereon was $60,425 and was converted into 974,592 post reverse split shares of common stock on November 18, 2019. Boba Management Corporation ● On February 22, 2019, the Company issued a Promissory Note in the aggregate principal amount of $20,000 to Boba Management Corporation. The note had a maturity date of February 22, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note without penalty prior to maturity date. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The balance of the note as of July 30, 2019, plus accrued interest thereon was $20,866 and was converted into 336,545 post reverse split shares of common stock on November 18, 2019. ● On March 1, 2019, the Company issued a Promissory Note in the aggregate principal amount of $20,000 to Boba Management Corporation. The note had a maturity date of March 1, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note without penalty prior to maturity date. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The balance of the note as of July 30, 2019, plus accrued interest thereon was $20,827 and was converted into 335,926 post reverse split shares of common stock on November 18, 2019. ● On March 26, 2019, the Company issued a Promissory Note in the aggregate principal amount of $20,000 to Boba Management Corporation. The note had a maturity date of March 26, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note without penalty prior to maturity date. The balance of the note plus accrued interest at September 30, 2019 was $20,690. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The balance of the note as of July 30, 2019, plus accrued interest thereon was $20,690 and was converted into 333,717 post reverse split shares of common stock on November 18, 2019. ● On September 26, 2019, the Company issued a Promissory Note in the aggregate principal amount of $34,955 to Boba Management Corporation. The note had a maturity date of December 26, 2019 and a coupon of 10% per annum. The Company had the right to prepay the note without penalty prior to maturity date. The balance of the note plus accrued interest at September 30, 2019 was $34,994. On November 19, 2019, in terms of a debt exchange agreement entered into, Boba Management exchanged principal in the aggregate of $34,955 and interest thereon of $469 into 1,968,014 shares of common stock at a conversion price of $0.04 per share, thereby extinguishing the debt and realizing a loss on exchange of $37,392. On July 15, 2019, the Company entered into Securities Purchase Agreements with Boba Management Corp whereby the following notes totaling $65,000 previously advanced to the Company during the period April 12 to May 23, 2019, was converted into 6,500,000 pre-reverse split (650,000 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.01 per share. ● On April 12, 2019, the Company issued a Promissory Note in the aggregate principal amount of $20,000 to Boba Management Corporation. ● On May 7, 2019, the Company issued a Promissory Note in the aggregate principal amount of $10,000 to Boba Management Corporation. ● On May 13, 2019, the Company issued a Promissory Note in the aggregate principal amount of $15,000 to Boba Management Corporation. ● On May 20, 2019, the Company issued a Promissory Note in the aggregate principal amount of $15,000 to Boba Management Corporation. ● On May 23, 2019, the Company issued a Promissory Note in the aggregate principal amount of $5,000 to Boba Management Corporation. Global Business Partnership AG On October 16, 2019, the Company issued a Promissory Note in the aggregate principal amount of $24,980 to Global Business Partners AG. The note had a maturity date of January 14, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note without penalty prior to maturity date. On November 14, 2019, Global Business Partners entered into a share purchase agreement whereby the principal sum of $24,980 and interest thereon of $198 was settled by the issue of 1,398,803 shares of common stock. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | 9 CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: Unamortized September 30, December 31, Description Interest Maturity Principal Accrued debt Balance, Balance, Power Up Lending Group 12% November 12, 2020 - - - - 11,643 12% December 23, 2020 - - - - 1,543 12% January 22, 2021 - - - - - 12% July 13, 2021 63,000 1,636 (49,364 ) 15,272 - GS Capital Partners, LLC 8% August 14, 2019 - - - - 27,557 8% August 14, 2019 - - - - 174,789 8% February 4, 2020 - - - - 49,243 Crown Bridge Partners, LLC 8% August 31, 2019 - - - - 30,803 8% October 16, 2019 - - - - 30,387 Odyssey Funding LLC 10% November 15, 2020 - - - - 27,658 10% January 13, 2021 - - - - - Black Ice Advisors, LLC 10% November 25, 2020 - - - - 5,739 Adar Alef, LLC 10% February 5, 2021 - - - - - LG Capital Funding LLC 10% February 24, 2021 - - - - - Cavalry Fund I LP 10% June 30, 2021 300,000 7,479 (202,193 ) 105,286 - 10% July 31, 2021 300,000 5,014 (126,476 ) 178,538 - 10% September 24, 2021 114,000 187 (112,126 ) 2,061 - Mercer Street Global Opportunity Fund, LLC 10% August 3, 2021 400,000 6,356 (168,885 ) 237,471 - Pinz Capital Special Opportunities Fund LP 10% August 5, 2021 100,000 1,534 (52,372 ) 49,162 - Iroquois Master Fund Ltd. 10% September 16, 2021 228,000 875 (219,255 ) 9,620 - Total convertible notes payable $ 1,505,000 $ 23,081 $ (930,671 ) $ 597,410 $ 359,362 Interest expense, including penalty interest totaled $241,652 and $324,953 for the three and nine months ended September 30, 2020, respectively and $324,953 and $158,500 for the three and nine months ended September 30, 2019, respectively. Amortization of debt discount totaled $428,282 and $799,451 for the three and nine months ended September 30, 2020, respectively and $801,460 and $1,500,143 for the three and nine months ended September 30, 2019, respectively. The convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the common stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability. The total value of the beneficial conversion feature recorded as a debt discount during the three and nine months ended September 30, 2020 was $1,144,484 and $1,471,234, respectively and for the three and nine months ended September 30, 2019 was $33,327 and $1,027,684, respectively. Power Up Lending Group Ltd ● On November 21, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $93,000 to Power up Lending Group Ltd. The note has a maturity date of November 12, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. Between June 16, 2020 and June 22, 2020, the Company received notices of conversion from Power Up Lending Group converting $39,000 of principal into 3,360,149 shares of common stock at an average conversion price of $0.0116. The Company incurred a loss on conversion of $41,096. Between July 8, 2020 and July 20, 2020, the Company repaid the remaining principal and interest outstanding of $59,580, thereby extinguishing the note. ● On December 23, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power up Lending Group Ltd. The note has a maturity date of December 23, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. On July 8, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $90,447, thereby extinguishing the note. ● On January 22, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $43,000 to Power Up Lending Group Ltd. The note has a maturity date of January 22, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. On July 15, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $63,294, thereby extinguishing the note. ● On July 13, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power Up Lending Group Ltd for net proceeds of $60,000 after certain expenses. The note has a maturity date of July 13, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. The balance of the note plus accrued interest at September 30, 2020 was $15,272. After unamortized debt discount of $49,364. GS Capital Partners, LLC ● On August 14, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to GS Capital Partners, LLC. The note had a maturity date of August 14, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note up to 180 days, provided it makes a pre-payment penalty as specified in the note. The outstanding principal amount of the note was convertible at any time after the six-month anniversary of the note, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. Between August 12, 2019 and September 11, 2019, the Company received notices of conversion from GS Capital Partners converting $50,000 of principal and $3,945 of interest into 17,432,265 pre reverse split (1,743,227 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.00309 pre reverse stock split ($0.031 post reverse stock split that was effected in November 2019) per share. The Company incurred a loss on conversion of $56,315. As of August 14, 2019, the note was in default and accrued interest at the default interest rate of 24% per annum. On December 30, 2019, the Company repaid the principal sum of $90,000 on the convertible note. On January 28, 2020, in terms of a conversion notice received, the remaining principal balance of $10,000 plus accrued interest thereon of $17,741was converted into 1,132,764 shares of common stock at a conversion price of $0.02449, thereby extinguishing the note. ● On September 11, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to GS Capital Partners, LLC. The note has a maturity date of August 14, 2019 and a coupon of 8% per annum. The note may not be prepaid. The outstanding principal amount of the note was convertible at any time after the six month anniversary of the note, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. As of August 14, 2019 the note was in default and accrued interest at the default interest rate of 24% per annum. On July 20, 2020, in terms of a conversion notice received from GS Capital Partners, converting an aggregate principal amount of $35,000 and interest thereon of $10,418 at a conversion price of $0.0083 per share into 5,466,723 shares of common stock. On August 10, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $150,704, thereby extinguishing the note. ● On February 4, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $96,000 to GS Capital Partners LLC. The note has a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. On December 19, 2019, the Company repaid the principal sum of $48,000 on the convertible note. On January 14, 2020, the Company repaid the principal sum of $48,000 and accrued interest and penalty interest of $33,030, thereby extinguishing the note. Crown Bridge Partners ● On August 31, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note had a maturity date of August 31, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. As of August 31, 2019 the note was in default and interest accrued at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. On March 11, 2020, the Company received a conversion notice from Crown Bridge Partners, converting an aggregate principal amount of $7,586 and fees thereon of $500, at a conversion price of $0.01444 into 560,000 shares of common stock. On August 31, 2020, the Company repaid the remaining principal and interest on the note of $24,032, thereby extinguishing the note. ● On October 16, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note has a maturity date of October 16, 2019 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. As of October 31, 2019 the note was in default and accrued interest at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. On August 31, 2020, the Company repaid the remaining principal and interest on the note of $31,587, thereby extinguishing the note. Odyssey Funding, LLC ● On November 15, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $200,000 to Odyssey Funding, LLC. The note has a maturity date of November 15, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On August 3, 2020, the Company repaid the principal and interest on the note, including penalty interest thereon of $207,421, thereby extinguishing the note. ● On January 13, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $100,000 to Odyssey Funding, LLC. The note had a maturity date of January 13, 2021 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On July 17, 2020, the Company repaid the principal and interest on the note, including penalty interest thereon of $152,349, thereby extinguishing the note. Black Ice Advisors, LLC On November 25, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $52,500 to Black Ice Advisors, LLC. The note had a maturity date of November 25, 2020 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. Between May 27, 2020 and June 8, 2020, the Company received notices of conversion from Black Ice Advisors, LLC converting $37,000 of principal into 1,970,588 shares of common stock at an average conversion price of $0.0188. The Company incurred a loss on conversion of $38,371. On July 9, 2020, the Company repaid the remaining principal and interest on the note, including penalty interest thereon of $25,975, thereby extinguishing the note. Adar Alef, LLC On February 5, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $105,000 to Adar Alef, LLC. The note had a maturity date of February 5, 2021 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On August 5, 2020, the Company repaid principal and interest on the note, including penalty interest thereon of $78,765. On September 9, 2020, in terms of a conversion notice received, Adar Alef, LLC converted $55,563 of principal and interest into 5,556,250 shares of common stock, thereby extinguishing the note. LG Capital Funding, LLC On February 24, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $78,750 to LG Capital Funding LLC. The note has a maturity date of February 24, 2021 and a coupon of 10% per annum. The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On August 25, 2020, the Company repaid the principal and interest on the note, including penalty interest thereon of $119,819, thereby extinguishing the note. Cavalry Fund LLP ● On July 1, 2020, the Company closed a transaction with Cavalry Fund I LP (“Cavalry”), pursuant to which the Company received net proceeds of $246,600, after certain expenses in exchange for the issuance of a $300,000 Senior Secured Convertible Note (“Initial Note”), with an original issue discount of 12.5% or $37,500, bearing interest at 10% per annum and maturing on June 30, 2021, the initial Note is convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 8,571,428 shares of common stock at an initial exercise price of $.0.05 per share. The Initial Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Initial Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the Initial Note plus accrued interest at September 30, 2020 was $105,286, after unamortized debt discount of $202,193. ● Cavalry had agreed to purchase an additional $300,000 Senior Secured Convertible Note (the “Second Note”); from the Company upon the same terms as the Initial Note, within three trading days of a registration statement registering the shares of the Company’s common stock issuable under the Notes and upon exercise of the Warrants being declared effective by the SEC. On July 28, 2020 the registration statement was declared effective and on July 31, 2020, the Company received the additional net proceeds of $262,500. In addition, the Company issued a warrant exercisable over 8,571,429 shares of common stock at an initial exercise price of $0.05 per share. The Second Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Second Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Second Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the Second Note plus accrued interest at September 30, 2020 was $178,538, after unamortized debt discount of $126,476. ● On September 24, 2020, the Company closed a transaction with Cavalry Fund I LP (“Cavalry”), pursuant to which the Company received net proceeds of $99,750, after certain expenses in exchange for the issuance of a $114,000 Senior Secured Convertible Note (the “Third Note”), with an original issue discount of $14,000, bearing interest at 10% per annum and maturing on September 24, 2021, the Third Note is convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 3,257,143 shares of common stock at an initial exercise price of $0.05 per share. The Third Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Third Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Third Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the Third Note plus accrued interest at September 30, 2020 was $2,061, after unamortized debt discount of $112,126. In connection with the Securities Purchase Agreement, the Company entered into for the sale of the initial Note and the Second Note, the Company entered into a Registration Rights Agreement, dated June 30, 2020 with Cavalry pursuant to which it is obligated to file a registration statement with the SEC within sixty (60) days after the date of the agreement to register the resale by the Investor of the Conversion Shares and Warrant Shares, and use all commercially reasonable efforts to have the registration statement declared effective by the SEC within seventy five (75) days after the registration statement is filed. The Company has pledged substantially all of its assets as security for amounts due under the Initial Note, Second Note and Third Note, upon the terms and subject to the conditions set forth in a Security Agreement, dated June 30, 2020, between the Company and Cavalry. Mercer Street Global opportunity Fund, LLC On August 3, 2020, the Company closed a transaction with Mercer Street Global Opportunity Fund, LLC, (“Mercer”), pursuant to which the Company received net proceeds of $350,000, after an original issue discount of $50,000 in exchange for the issuance of a $400,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on August 3, 2021, the note is convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 11,428,571 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the note plus accrued interest at September 30, 2020 was $237,471, after unamortized debt discount of $168,885. Pinz Capital Special Opportunities Fund, LP On August 5, 2020, the Company closed a transaction with Pinz Capital Special Opportunities Fund, LP (“Pinz”), pursuant to which the Company received net proceeds of $87,500, after an original issue discount of $12,500 in exchange for the issuance of a $100,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on August 5, 2021, the note is convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 2,857,143 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the note plus accrued interest at September 30, 2020 was $49,162, after unamortized debt discount of $52,372. Iroquois Master Fund Ltd. On September 16, 2020, the Company closed a transaction with Iroquois Master Fund Ltd., pursuant to which the Company received net proceeds of $199,500, after an original issue discount of $28,500 in exchange for the issuance of a $228,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on September 16, 2021, the note is convertible into shares of common stock at an initial conversion price of 0.035 per share, in addition, the Company issued a warrant exercisable over 6,514,286 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The balance of the note plus accrued interest at September 30, 2020 was $9,620, after unamortized debt discount of $219,255. | 8 CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: Unamortized December 31, December 31, Description Interest Maturity Principal Accrued debt Balance, Balance, Power Up Lending Group 8 % April 30, 2019 - - - - 38,645 8 % September 15, 2019 - - - - 11,869 12 % November 12, 2020 93,000 1,223 (82,580 ) 11,643 - 12 % December 23, 2020 63,000 166 (61,623 ) 1,543 Labrys Fund, LP 8 % December, 22 2018 - - - - 129,758 8 % April 25, 2019 - - - - 126,826 JSJ Investments, Inc. 8 % July 26, 2019 - - - - 46,751 8 % October 8, 2019 - - - - 24,855 8 % March 29, 2020 - - - - - GS Capital Partners, LLC 8 % May 11, 2019 - - - - 41,543 8 % August 14, 2019 10,000 17,557 - 27,557 61,693 8 % August 14, 2019 150,000 24,789 - 174,789 53,056 8 % September 19, 2019 - - - - 14,557 8 % September 19, 2019 - - - - 10,134 8 % February 4, 2020 48,000 6,228 (4,985 ) 49,243 - 8 % February 4, 2020 - - - - - Viktoria Akhmetova 15 % December 8, 2019 - - - - 24,573 Joseph W and Patricia G Abrams 15 % December 10, 2019 - - - - 31,964 15 % January 27, 2020 - - - - 4,496 Roman Shefer 15 % December 24, 2019 - - - - 12,121 Crown Bridge Partners, LLC 8 % May 14, 2019 - - - - 18,796 8 % June 12, 2019 - - - - 16,437 8 % July 26, 2019 - - - 12,856 8 % August 31, 2019 27,500 3,303 - 30,803 9,927 8 % October 16, 2019 27,500 2,887 - 30,387 6,184 Alex Pereira 8 % November 11, 2019 - - - - 3,189 Delinvest Commercial, LTD 15 % December 16, 2019 - - - - 24,307 15 % December 26, 2019 - - - - 65,556 BOBA Management Corp 8 % January 23, 2020 - - - - - 8 % October 8, 2019 - - - - - 8 % July 16, 2020 - - - - - Global Consulting Alliance 8 % September 15, 2019 - - - - - 8 % May 24, 2020 - - - - - Dieter Busenhart 6 % November 12, 2020 - - - - - 6 % November 18, 2020 - - - - - Odyssey Funding LLC 10 % November 15, 2020 200,000 2,521 (174,863 ) 27,658 - Black Ice Advisors, LLC 10 % November 25, 2020 52,500 575 (47,336 ) 5,739 - Total convertible notes payable $ 671,500 $ 59,249 $ (371,387 ) $ 359,362 $ 790,093 Interest expense totaled $188,159 and $196,496 and amortization of debt discount totaled $1,349,071 and $2,023,379 for the year ended December 31, 2019 and 2018, respectively. The convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the common stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability. The total value of the beneficial conversion feature recorded as a debt discount during the year ended December 31, 2019 and 2018 was $882,448 and $2,141,024, respectively. Power Up Lending Group Ltd ● On July 20, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power Up Lending Group LTD. The note had a maturity date of April 30, 2019 and a coupon of eight percent (8%) per annum. The Company had the right to prepay the note without penalty for the first 180 days. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the average of the lowest three trading bid prices during the previous ten trading days, including the date the notice of conversion is received. On January 23, 2019, in terms of a debt purchase agreement entered into with BOBA Management Corp., BOBA purchased the $63,000 convertible note plus interest and penalty interest thereon of $25,461. BOBA incurred expenses of $4,423 in purchasing the note, The Company replaced the convertible note purchased by BOBA for a new convertible note with a principal sum of $92,884, bearing interest at 8% per annum and maturing on January 23, 2020. ● On November 21, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $83,000 to Power up Lending Group Ltd. The note had a maturity date of September 15, 2019 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten trading days. On May 25, 2019, in terms of a debt purchase agreement entered into with Global Consulting Alliance., the $83,000 convertible note, plus accrued interest thereon of $3,275, was acquired by Global Consulting Alliance for gross proceeds of $86,275 and an additional payment directly to Power Up to settle the penalty interest of $34,510. ● On November 21, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $93,000 to Power up Lending Group Ltd. The note had a maturity date of November 12, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. The balance of the note plus accrued interest at December 31, 2019 was $11,643, less unamortized debt discount of $82,580. ● On December 23, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power up Lending Group Ltd. The note had a maturity date of December 23, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. The balance of the note plus accrued interest at December 31, 2019 was $1,542, less unamortized debt discount of $61,623. Labrys Fund, LP ● On June 22, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to Labrys Fund, LP. The note had a maturity date of December 22, 2018 and a coupon of 8% per annum. The Company had the right to prepay the note without penalty for the first 180 days. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the average of the lowest three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. In December 2018 the maturity date was extended to February 28, 2019. Between December 26, 2018 and February 13, 2019, the Company received conversion notices converting an aggregate principal amount of $150,000 and interest thereon of $7,116, at an average conversion price of $0.0156 pre reverse stock split ($0.156 post reverse stock split that was effected in November 2019) per share, into 10,070,334 pre reverse split (1,007,034 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the note. ● On October 25, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $300,000 to Labrys Fund LP. The note has a maturity date of April 25, 2019 and a coupon of 8% per annum. In connection with the issuance of the note, the Company was required to issue 825,718 shares of common stock as a commitment fee valued at $165,254. The shares are returnable to the Company if no Event of Default has occurred prior to the date the note is fully repaid. The Company may not prepay the note. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. On April 25, 2019, the Company received conversion notices converting the interest outstanding of $11,967 at a conversion price of $0.0006 per share, into 1,869,979 pre reverse split (186,998 post reverse split that was effected in November 2019) shares of common stock. The note was not repaid and not converted prior to the maturity date, therefore the 825,718 pre reverse split (82,572 post reverse split that was effected in November 2019) commitment share valued at $165,254 were expensed and the interest rate on the convertible note increased to 18%, the default interest rate as provided for in the Promissory Note. On May 15, 2019, in terms of a debt purchase agreement entered into with Strategic IR, the $300,000 convertible note plus accrued interest thereon of $2,367 was acquired by Strategic IR for gross proceeds of $302,367. JSJ Investments Inc. ● On July 26, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $100,000 to JSJ Investments, Inc. The note had a maturity date of July 26, 2019 and a coupon of 8% per annum. The Company had 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 three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. Between January 28, 2019 and March 11, 2019, the Company received conversion notices, converting an aggregate principal amount of $100,000 and interest thereon of $4,533, at an average conversion price of $0.0126 pre reverse stock split ($0.126 post reverse stock split that was effected in November 2019) into 8,304,805 pre reverse split (830,481 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the convertible note. ● On October 8, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $100,000 to JSJ Investments Inc. The note has a maturity date of October 8, 2019 and a coupon of eight percent (8%) per annum. The Company had the right to prepay the note prior to maturity in accordance with penalty provisions set forth in the note. The outstanding principal amount of the note plus interest and any default interest is convertible at any time after the pre-payment date at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the average of the lowest three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. Between April 17, 2019 and June 3, 2019 the Company received conversion notices, converting an aggregate principal amount of $88,000 and fees thereon of $1,500, at an average conversion price of $0.0583 pre reverse stock split ($0.583 post reverse stock split that was effected in November 2019), into 14,832,564 pre reverse split (1,483,257 post reverse split that was effected in November 2019) shares of common stock. On July 16, 2019, Boba Management Corp entered into a debt purchase agreement with JSJ Investments, Inc., whereby the remaining balance of the October 8, 2018 convertible note in the aggregate principal amount of $12,000 plus accrued interest thereon of $4,862, was acquired for gross proceeds of $16,862. In addition to this Boba Management Corp paid additional settlement costs of $6,800 including an early settlement penalty to JSJ Investments, Inc. ● On April 2, 2019, the Company received the proceeds of a convertible promissory note issued to JSJ Investments, Inc. on March 29, 2019, with the aggregate principal amount of $75,000. The note had a maturity date of March 29, 2020 and a coupon of 8% per annum. The Company may prepay the note at a premium ranging from 120% to 140% of the principal plus accrued interest. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest three trading prices during the previous ten (10) trading days. 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 that was effected in November 2019) shares of common stock at a conversion price of $0.0025 pre reverse split ($0.025 post reverse split that was effected in November 2019) per share. The Company incurred a loss on conversion of $24,996. On November 12, 2019, Dieter Busenhart entered into a debt purchase agreement with JSJ Investments, Inc., whereby the remaining balance of the March 29, 2019 convertible note in the aggregate principal amount of $50,000 plus accrued interest thereon of $3,485, was acquired for gross proceeds of $53,485. In addition to this Mr. Busenhart paid additional settlement costs of $20,000 including an early settlement penalty to JSJ Investments, Inc. GS Capital Partners, LLC ● On May 11, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $80,000 to GS Capital Partners, LLC. The note had a maturity date of May 11, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note, provided it makes a pre-payment penalty as specified in the note. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. Between December 27, 2018 and May 6, 2019, the Company received conversion notices converting an aggregate principal amount of $80,000 and interest thereon of $5,290, at an average conversion price of $0.01055 pre reverse stock split ($0.1055 post reverse stock split that was effected in November 2019) per share, into 8,087,331 pre reverse split (808,733 post reverse split that was effected in November 2019) shares of common stock thereby extinguishing the note. ● On August 14, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to GS Capital Partners, LLC. The note had a maturity date of August 14, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note up to 180 days, provided it makes a pre-payment penalty as specified in the note. The outstanding principal amount of the note is convertible at any time after the six-month anniversary of the note, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. Between August 12, 2019 and September 11, 2019, the Company received notices of conversion from GS Capital Partners converting $50,000 of principal and $3,945 of interest into 17,432,265 pre reverse split (1,743,227 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.00309 pre reverse stock split ($0.031 post reverse stock split that was effected in November 2019) per share. The Company incurred a loss on conversion of $56,315. As of August 14, 2019 the note is in default and accrues interest at the default interest rate of 24% per annum. On December 30, 2019, the Company repaid the principal sum of $90,000 on the convertible note. The balance of the note plus accrued interest at December 31, 2019 was $27,557. ● On September 11, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $150,000 to GS Capital Partners, LLC. The note has a maturity date of August 14, 2019 and a coupon of 8% per annum. The note may not be prepaid. The outstanding principal amount of the note was convertible at any time after the six month anniversary of the note, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. As of August 14, 2019 the note is in default and accrues interest at the default interest rate of 24% per annum. The balance of the note plus accrued interest at December 31, 2019 was $174,789. ● On September 21, 2018, pursuant to a debt purchase agreement entered into with GS Capital Partners LLC, the convertible note issued to Power Up Lending Group LTD on March 26, 2018 of $68,000 plus accrued interest thereon of $2,698 was exchanged for a new note issued to GS Capital Partners LLC, with a principal sum of $70,698 bearing interest at 8% per annum with a maturity date of September 19, 2019. The note may not be prepaid. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 65% 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. Between October 9, 2018 and June 11, 2019, the Company received notices of conversion, converting principal of $40,698 and interest of $1,112 into 4,267,152 pre reverse stock split (426,716 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.0098 pre reverse stock split ($0.098 post reverse stock split that was effected in November 2019) per share. Between July 10, 2019 and July 31, 2019, the Company received notices of conversion from GS Capital Partners, converting $30,000 of capital and $1,983 of interest into 9,936,206 pre reverse stock split (993,621 post reverse stock split that was effected in November 2019) shares of common stock at an average conversion price of $0.00322 pre reverse stock split ($0.032 post reverse split that was effected in November 2019) per share, thereby extinguishing the note. The Company incurred a loss on conversion of $28,009. ● On September 19, 2018, pursuant to a debt purchase agreement entered into with GS Capital Partners, LLC, the Company issued a convertible promissory note in the aggregate amount of $33,252 for the payment of penalty interest and legal fees associated with the March 26, 2018 Power Up convertible note discussed below. The note has a maturity date of September 19, 2019 and a coupon of 8% per annum. The Company has the right to prepay the note, provided it makes payment of a pre-payment penalty as specified in the note. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 65% of the two lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. On July 17, 2019, Strategic IR entered into a debt purchase agreement with GS Capital Partners, whereby the remaining balance of the September 19, 2019 convertible note in the aggregate principal amount of $33,252 plus accrued interest thereon of $2,165, was acquired for gross proceeds of $35,417. In addition to this strategic IR paid additional settlement costs of $14,583 including an early settlement penalty to GS Capital Partners. ● On February 4, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $96,000 to GS Capital Partners LLC. The note has a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. On December 19, 2019, the Company repaid the principal sum of $48,000 on the convertible note. The balance of the note plus accrued interest at December 31, 2019 was $49,243. ● On March 4, 2019, the Company funded a back-end Convertible Promissory Note in the aggregate principal amount of $96,000 from GS Capital Partners LLC. The note has a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. On October 21, 2019, West point Partners, LLC entered into a debt purchase agreement with GS Capital Partners, whereby the convertible note in the aggregate principal amount of $96,000 plus accrued interest thereon of $3,745, was acquired for gross proceeds of $99,745. In addition to this West Point Partners, LLC IR paid additional settlement costs of $22,977 including an early settlement penalty to GS Capital Partners. Viktoria Akhmetova On June 11, 2017, the Company exchanged a note issued to Viktoria Akhmetova, with a principal amount of $20,000, together with accrued interest thereon of $164, totaling $20,164, for a convertible note, principal amount of $20,164, bearing interest at 12% per annum and matured on December 8, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 8, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 8, 2019, with the interest rate remaining unchanged. The note is convertible into common shares of the Company at a conversion price of $0.20 per share. 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 $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares was effected on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $26,321 and was exchanged for 424,540 post reverse split shares of common stock on November 18, 2019. Joseph W and Patricia G Abrams ● Effective June 13, 2017, the Company exchanged a note issued to Joseph W and Patricia G Abrams ("Abrams") with a principal amount of $25,000, together with accrued interest thereon of $1,247, totaling $26,247, for a convertible note, principal amount of $26,247, bearing interest at 12% per annum and matured on December 10, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 10, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 10, 2019, with the interest rate remaining unchanged. The convertible note is convertible into common shares of the Company at a conversion price of $0.20 per share. 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 $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $34,239 and was exchanged for 552,250 post reverse split shares of common stock on November 18, 2019. ● On July 31, 2017, the Company issued a Convertible Promissory Note to Abrams in the aggregate principal amount of $3,753. The note had a maturity date of January 27, 2018 and a coupon of 12% per annum. Pursuant to terms of an agreement entered into with the note holder, the maturity date was extended to January 27, 2019 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to January 27, 2020, with the interest rate remaining unchanged. The Company had the right to prepay the note without penalty. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price of $0.25 per share. 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 $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $4,822 and was exchanged for 77,776 post reverse split shares of common stock on November 18, 2019. Roman Shefer On June 27, 2017, the Company entered into a convertible promissory note in the aggregate principal amount of $10,000. The note bore interest at 12% per annum and matured on December 16, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 24, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 24, 2019, with the interest rate remaining unchanged. The note is convertible into common shares at a conversion price of $.20 per share. 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 $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $12,988 and was exchanged for 209,479 post reverse split shares of common stock on November 18, 2019. Crown Bridge Partners ● On May 14, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note had a maturity date of May 14, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. Between January 16, 2019 and February 12, 2019 the Company received conversion notices, converting an aggregate principal amount of $27,500, fees of $1,500 and interest thereon of $1,580, at an average conversion price of $0.0128 pre reverse split ($0.128 post reverse split that was effected in November 2019), into 2,380,300 pre reverse split (238,030 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the note. ● On June 12, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note had a maturity date of June 12, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. Between March 15, 2019 and May 24, 2019, the Company received conversion notices, converting an aggregate principal amount of $27,500, fees thereon of $1,500 and interest thereon of $1,896, at an average conversion price of $0.0043 pre reverse split ($0.043 post reverse split that was effected in November 2019), into 7,146,260 pre reverse split (714,626 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the note. ● On July 26, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note had a maturity date of July 26, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. Between June 12,2019 and August 7, 2019, the Company received conversion notices, converting an aggregate principal amount of $18,700, and fees thereon of $1,000, at an average conversion price of $0.0026 pre reverse split ($0.026 post reverse split that was effected in November 2019), into 7,700,000 pre reverse split (770,000 post reverse split that was effected in November 2019) shares of common stock. On December 16, 2019, the Company received a notice of conversion from Crown Bridge Partners converting $8,800 of principal, fees thereon of $500 and interest of $2,409 into 1,045,457 shares of common stock at a conversion price of $0.011 per share, thereby extinguishing the note. The Company incurred a loss on conversion of $58,336. ● On August 31, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note had a maturity date of August 31, 2019 and a coupon of 8% per annum. The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. As of August 31, 2019 the note is in default and interest accrues at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. The balance of the note plus accrued interest at December 31, 2019 was $30,803. ● On October 16, 2018, the Company issued a Convertible Promissory Note in the aggregate principal amount of $27,500 to Crown Bridge Partners. The note has a maturity date of October 16, 2019 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. As of October 31, 2019 the note is in default and attracts interest at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the v |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITY | 10 DERIVATIVE LIABILITY Certain of the short-term convertible notes disclosed in note 9 above and certain warrants disclosed in note 11 below, have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time and certain notes and warrants have fundamental transaction clauses which might result in cash settlement, due to these factors, all convertible notes and any warrants attached thereto are valued and give rise to a derivative financial liability, which was initially valued at inception of the convertible notes using a Black-Scholes valuation model. During the nine months ended September 30, 2020, an additional $1,131,094 was raised as a derivative liability on variably priced convertible notes. The value of this derivative financial liability was re-assessed at September 30, 2020, and $101,945 was charged to the statement of operations and comprehensive loss, respectively. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred. The following assumptions were used in the Black-Scholes valuation model: Nine months Year ended Conversion price $ 0.016 to 2.00 $ 0.02 to 2.00 Risk free interest rate 0.11 to 1.53 % 1.53 to 2.59 % Expected life of derivative liability 1 to 12 months 1 to 12 months Expected volatility of underlying stock 11.7 to 222.6 % 148.5 to 224.3 % Expected dividend rate 0 % 0 % The movement in derivative liability is as follows: September 30, December 31, Opening balance $ 905,576 $ 1,833,672 Derivative financial liability arising from convertible note 1,131,094 1,053,842 Fair value adjustment to derivative liability 101,945 (1,981,938 ) $ 2,138,615 $ 905,576 | 9 DERIVATIVE LIABILITY Certain of the short-term convertible notes disclosed in note 8 above and note 14 below, have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time, due to the variable priced conversion rights, all convertible notes and any warrants attached thereto, issued subsequent to the variable priced conversion notes are valued and give rise to a derivative financial liability, which was initially valued at inception of the convertible notes using a Black-Scholes valuation model. The value of this derivative financial liability was re-assessed at December 31, 2019 and 2018, and $1,981,938 and $4,129,793 was credited to the statement of operations and comprehensive loss, respectively. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred. The following assumptions were used in the Black-Scholes valuation model: Year ended Year ended Conversion price* $ 0.02 to 2.00 $ 0.20 to 2.50 Risk free interest rate 1.53 to 2.59 % 1.78 to 2.81 % Expected life of derivative liability 1 to 12 months 3 to 12 months Expected volatility of underlying stock 148.5 to 224.3 % 169.15 to 230.55 % Expected dividend rate 0 % 0 % * Adjusted for 10 for 1 reverse stock split effective November 1, 2019. The movement in derivative liability is as follows: December 31, December 31, Opening balance $ 1,833,672 $ 3,277,621 Derivative financial liability arising from convertible note 1,053,842 2,685,844 Fair value adjustment to derivative liability (1,981,938 ) (4,129,793 ) $ 905,576 $ 1,833,672 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||
STOCKHOLDERS' EQUITY | 11 STOCKHOLDERS' EQUITY a. Common Stock The Company has authorized 500,000,000 common shares with a par value of $0.0001 each. The Company has issued and outstanding 191,121,339 and 128,902,124 shares of common stock as of September 30, 2020 and December 31, 2019. The following common shares were issued by the Company during the nine months ended September 30, 2020. ● In terms of debt conversion notices received between January 28, 2020 and September 9, 2020, the Company issued an aggregate of 35,002,245 shares of common stock for the conversion of $335,948 of convertible debt, realizing a loss on conversion of $433,610 and in terms of debt exchange agreements entered into on January 7, 2020, the Company issued an aggregate of 2,504,110 shares of common stock, in settlement of $50,082 of loans payable, resulting in a net loss on exchange of $50,082. ● In terms of subscription agreements entered into with investors on February 20, 2020 and March 16, 2020, the Company issued 1,400,000 shares of common stock for gross proceeds of $33,000. ● In terms of an agreement entered into with a supplier, the Company issued 535,714 shares of common stock valued at $30,000 on grant date, as partial compensation for services provided. ● In terms of an employment agreement entered into with the Company's Chief Operating Officer, the Company issued 282,146 shares of common stock valued at $13,500. ● The Company granted a director 2,000,000 shares of common stock for services to be rendered as a director of the Company, these shares were valued at grant date at $88,000. b. Restricted stock awards The following restricted stock awards were made during the nine months ended September 30, 2020. (a) An aggregate of 5,123,750 shares of restricted common stock were issued to our Chief Executive Officer in terms of an employment agreement entered into with him. These shares are restricted and were fully vested on January 1, 2020. These restricted shares were valued at $251,064 or $0.049 per share, the market price of the Company's common stock on grant date. (b) An aggregate of 15,371,250 shares of restricted common stock were issued to our Chief Operating Officer in terms of an employment agreement entered into with him. These shares are restricted and vest over a three year period commencing on December 31, 2020. These restricted shares were valued at $753,191 or $0.049 per share, the market price of the Company's common stock on grant date. The restricted stock granted and exercisable at September 30, 2020 is as follows: Restricted Stock Granted Restricted Stock Vested Grant date Price Number Weighted Number Weighted $ 0.049 20,495,000 $ 0.049 5,123,750 $ 0.049 The Company has recorded an expense of $62,766 and $439,362 for the three months and nine months ended September 30, 2020, respectively, relating to the restricted stock awards. c. Preferred Stock The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized, no preferred stock is issued and outstanding as of September 30, 2020 and December 31, 2019. d. Warrants In connection with the subscription agreement entered into with an investor, a three year warrant exercisable for 1,000,000 shares of common stock was granted to the investor, together with 1,000,000 shares of common stock for subscription proceeds of $25,000. In terms of the Senior Secured convertible notes entered into with various noteholders as described in note 9 above, the Company issued five year warrants exercisable for a total of 41,200,000 shares of common stock at an initial exercise price of $0.05 per share. The warrants have a cashless exercise option and an exercise limitation based on a certain beneficial ownership percentage of 4.99% which may be adjusted to 9.99%. The Company has a mandatory exercise right if the closing price of the common stock trades above $0.15 per share for ten consecutive days and trading volume is at least $250,000. The exercise price of the warrant is adjustable under the following conditions; i) subsequent equity sales are at a price below the exercise price of the warrant; ii) the Company issues options with an exercise price lower than the exercise price of the warrants; iii) issues convertible securities which are convertible into common stock at a price lower than the warrant exercise price; and iv) the option exercise price or rate of conversion for convertible securities results in a lower exercise price than the exercise price of the warrants. As long as the senior secured convertible debt which resulted in these warrant being issued, is still outstanding, the warrants will have a full rachet increase right upon a change in the exercise price of the warrant as described above. The increase in warrants will be determined by multiplying the exercise price of the warrant immediately before a change in exercise price has occurred by the number of warrants outstanding, and dividing the product obtained by the revised exercise price. The warrant holders also have the option to acquire subsequent rights offering rights, under certain circumstances and is entitled to pro-rata distributions made by the Company in assets or securities other than common stock. The warrants include a fundamental transaction clause which will give the warrant holder the right on an as converted basis to the proceeds which common shareholders would be entitled to as a result of a fundamental transaction. Notwithstanding the aforementioned rights, provided the warrants are not registered under an effective registration statement, the holder of the warrant has the right to receive cash equal to the Black-Scholes value of the unexercised portion of the warrant in accordance with the terms of the warrant agreement. The fair value of the warrants issued were determined by using a Black Scholes valuation model using the following assumptions: Nine months ended Conversion price $ 0.05 Risk free interest rate 1.35 % Expected life of derivative liability 3 years Expected volatility of underlying stock 190.4 to 216.9 % Expected dividend rate 0 % A summary of warrant activity during the period January 1, 2019 to September 30, 2020 is as follows: Shares Exercise Weighted Outstanding January 1, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted 42,200,000 0.05 0.05 Forfeited/Cancelled (536,775 ) 2.00 to 6.25 4.42 Exercised - - - Outstanding September 30, 2020 42,516,000 $ 0.05 to 6.25 $ 0.10 The warrants outstanding and exercisable at September 30, 2020 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 6.25 316,000 0.12 316,000 $ 0.05 42,200,000 4.80 42,200,000 42,516,000 4.76 $ 0.10 42,516,000 $ 0.10 4.76 The warrants outstanding have an intrinsic value of $0 and $0 as of September 30, 2020 and December 31, 2019. e. Stock options On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028. The Plan is administered by the Board of Directors or a Committee appointed by the Board of Directors who have the authority to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan. The maximum number of securities available under the Plan is 800,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 100,000 shares of common stock. No options were granted for the three and nine months ended September 30, 2020. A summary of option activity during the period January 1, 2019 to September 30, 2020 is as follows: Shares Exercise Weighted Outstanding January 1, 2019 200,000 $ 0,40 $ 0,40 Granted - - - Forfeited/Cancelled (100,000 ) - - Exercised - - - Outstanding December 31, 2019 100,000 0.40 0.40 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding September 30, 2020 100,000 $ 0.40 $ 0.40 The options outstanding and exercisable at September 30, 2020 are as follows: Options Outstanding Options Exercisable Exercise Number Outstanding* Weighted Weighted Number Weighted Weighted 0.40 100,000 8.50 $ 0.40 100,000 $ 0.4 8.50 The options outstanding have an intrinsic value of $0 and $0 as of September 30, 2020 and December 31, 2019. | 10 STOCKHOLDERS' EQUITY a. Common Stock The Company has authorized 500,000,000 common shares with a par value of $0.0001 each. The Company has issued and outstanding 128,902,124 shares of common stock as of December 31, 2019 and 8,883,922 as of December 31, 2018, after giving effect to a 10 for 1 reverse stock split. On November 1, 2019, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company's common stock at a ratio of 1-for-10 (the "Reverse Stock Split"), effective on November 1, 2019. As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock outstanding was automatically combined into one (1) new share of common stock without any further action on the part of the holders, and the number of outstanding shares common stock was reduced from 320,477,867 shares to 32,047,886 shares, after taking into account rounding up for fractional shares. The following common shares were issued by the Company during the year ended December 31, 2019. ● In terms of various debt conversion notices received between January 16, 2019 and December 17, 2019, the Company issued an aggregate of 99,106,803 shares of common stock, and in terms of various debt exchange agreements entered into on November 18, 2019, the Company issued an aggregate of 17,641,713 shares of common stock, in settlement of $2,792,648 of convertible notes and $791,857 of loans payable, resulting in a net loss on conversion and exchange of $2,838,599. ● The Company did not repay a convertible note issued to Labrys Fund, LP prior to the maturity date, which resulted in the returnable commitment shares being retained by Labrys Fund, LP. The 82,572 shares of common stock was expensed as a commitment fee, valued at $165,254 on April 25, 2019. ● In terms of subscription agreements entered into with investors between August 5, 2019 and November 18, 2019, the Company issued 3,177,015 shares of common stock for gross proceeds of $200,400. b. Preferred Stock The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized, no preferred stock is issued and outstanding as of December 31, 2019 and 2018. c. Warrants A summary of warrant activity during the period January 1, 2018 to December 31, 2019 is as follows: Shares Exercise Weighted Outstanding January 1, 2018 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2018 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2019 852,775 $ 2.00 to 6.25 $ 5.10 * Adjusted for 10 for 1 reverse stock split effective November 1, 2019. c. Warrants (continued) The warrants outstanding and exercisable at December 31, 2019 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 6.25 621,920 0.75 621,920 $ 2.00 230,855 0.50 230,855 852,775 0.68 $ 5.10 852,775 $ 5.10 0.68 * Adjusted for 10 for 1 reverse stock split effective November 1, 2019. The warrants outstanding have an intrinsic value of $0 and $0 as of December 31, 2019 and 2018, respectively. d. Stock options On June 18, 2018, the Company established its 2018 Stock Incentive Plan. The purpose of the plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The plan terminates after a period of ten years in June 2028. The Plan is administered by the Board of Directors or a Committee appointed by the Board of Directors who have the authority to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan. The maximum number of securities available under the plan is 8,000,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 1,000,000 shares of common stock. No options or restricted shares were granted for the year ended December 31, 2019. On June 29, 2018, the Company granted a director 120,000 shares of restricted common stock in terms of the Stock Incentive Plan. These shares were valued at $49,200 on the date of grant and were vested immediately. On December 27, 2018, the Company granted a director 70,000 shares of restricted common stock in terms of the Stock Incentive Plan. These shares were valued at $2,975 on the granted date and vested immediately. On December 27, 2018, the Company granted ten year options to purchase an aggregate of 2,000,000 shares of common stock at an exercise price of $0.04 per share, valued at $79,606, to the executive officers of the Company. On November 1, 2019, the 100,000 stock options issued to Gaston Pereira expired as they were not exercised within three months of his resignation. d. Stock options (continued) The fair value of the options issued were valued using a Black Scholes option pricing model using the following assumptions: Year ended Calculated stock price $ 0.04 Risk-free interest rate 2.77 % Expected life of warrants (in years) 10 Expected volatility of the underlying stock 174.91 % Expected dividend rate 0 % The volatility of the common stock is estimated using historical data of the Company. The risk-free interest rate used in the Black-Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the options granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2018, the Company does not anticipate any of the options will be forfeited in performing the valuation of the options. A summary of option activity during the period January 1, 2018 to December 31, 2019 is as follows: Shares Exercise Weighted Outstanding January 1, 2018 200,000 $ 0,40 $ 0,40 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2018 200,000 0.40 0.40 Granted - - - Forfeited/Cancelled (100,000 ) - - Exercised - - - Outstanding December 31, 2019 100,000 $ 0.40 $ 0.40 * Adjusted for 10 for 1 reverse stock split effective November 1, 2019. The options outstanding and exercisable at December 31, 2019 are as follows: Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted Weighted 0.40 100,000 9.00 $ 0.40 100,000 $ 0.4 9.00 * Adjusted for 10 for 1 reverse stock split effective November 1, 2019. The options outstanding have an intrinsic value of $0 and $0 as of December 31, 2019 and 2018, respectively. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 12 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the nine months ended September 30, 2020 and 2019 all warrants, options and convertible debt securities were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the three and nine months ended September 30, 2020 and 2019 are as follows: Three and nine Three and nine Convertible debt 43,659,481 54,292,074 Stock options 100,000 200,000 Warrants to purchase shares of common stock 42,659,520 852,775 86,419,001 55,344,849 | 13 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the years ended December 31, 2019 and 2018 all warrants options and convertible debt securities were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the years ended December 31, 2019 and 2018 are as follows: Year ended Year ended Convertible debt 28,557,283 7,791,195 Stock options 100,000 200,000 Warrants to purchase shares of common stock 852,775 852,775 29,510,058 8,843,970 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 13 RELATED PARTY TRANSACTIONS The following transactions were entered into with related parties: James Fuller On March 18, 2020, the Company granted Mr. Fuller, a director of the Company, 2,000,000 shares of restricted common stock in terms of the Stock Incentive Plan. William Corbett Effective January 1, 2020, the Company granted Mr. Corbett, the Chief Executive Officer of the Company, a total of 20,495,000 restricted shares of common stock of which 5,123,750 vested immediately and a further 15,371,250 which vest annually and equally over a three year period commencing on December 31, 2020. Effective June 24, 2020, the Company entered into an executive employment agreement with William Corbett, (the "Corbett Employment Agreement") to employ Mr. Corbett as the Company's Chief Executive Officer for a term of three (3) years, provide for an annual base salary of $150,000, provide for a signing bonus of $25,000, structure for a bonus of up to 50% of base salary upon the Company's achievement of $2,000,000 EBITDA and additional performance bonus payments as may be determined by the Company's board of directors and provide for severance in the event of a termination without cause in amount equal to equal to fifty percent (50%) of his annual base salary rate then in effect, provided that if such termination without cause occurs after an Acquisition of the Company, Mr. Corbett will be entitled to receive severance in an amount equal to equal to 100% of his annual base salary rate then in effect. The Corbett Employment Agreement provides for the grant to Mr. Corbett of 5,123,750 shares of the Company's common stock, which are fully vested and not subject to forfeiture. On June 24, 2020, the Company entered into a restricted stock agreement with Mr. Corbett pursuant to which the Company granted him a restricted stock award of 15,371,250 shares of the Company's common stock, which forfeiture restriction lapse 33%, 33% and 34%, respectively, on the first, second and third anniversary of the date of grant. On June 24, 2020, the Company entered into an indemnification agreement with Mr. Corbett to indemnify him, in connection with his position of employment with Company and in the discharge of his duties and responsibilities to Company, to the maximum extent allowed under the laws of the State of Nevada. The Company is not be required or obligated to indemnify Mr. Corbett to extent it would violate the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder. LOANS PAYABLE Description Interest Rate Maturity Date September 30, December 31, Vladimir Skigin 4 % December 12, 2020 - 30,026 Loans payable - Related parties $ - $ 30,026 Interest expense amounted to $8,413 and $23,248 for the three and nine months ended September 30, 2020 and 2019, respectively. Vladimir Skigin Mr. Skigin is considered to be a related party as his shareholding and that of the Companies under his control exceeds 5%. ● Promissory note On December 23, 2019, in terms of a debt purchase agreement entered into with Waketec OU, Mr. Skigin acquired $30,000 of the promissory note issued to Waketec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the Company agreed to the assignment of the debt owed to Mr. Skigin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $30,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $30,026. On January 7, 2020, the Company entered into a debt exchange agreement with Mr. Skigin, whereby the aggregate principal sum of $30,000 plus accrued interest of $49 was exchanged for 1,502,466 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $30,049. | 14 RELATED PARTY TRANSACTIONS The following transactions were entered into with related parties: Gaston Pereira On December 27, 2018, the company granted Mr. Pereira ten year options to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.40 per share. These options expired on November 1, 2019, three months after his resignation Andrey Novikov On December 27, 2018, the company granted Mr. Novikov ten year options to purchase an aggregate of 100,000 shares of common stock at an exercise price of $0.40 per share. James Fuller On June 29, 2018, the Company granted Mr. Fuller 12,000 shares of restricted common stock in terms of the Stock Incentive Plan. On December 27, 2018, the Company granted Mr. Fuller 7,000 shares of restricted common stock in terms of the stock incentive plan. LOANS PAYABLE Description Interest Rate Maturity Date December 31, December 31, Vladimir Skiguine 18 % January 11, 2020 - 55,474 4 % December 12,2020 30,026 - 8 % December 9, 2020 - - 36 % On Demand - 81,316 Strategic IR 10 % February 10, 2020 $ - $ 177,159 November 17, 2019 - - 10 % December 10, 2019 - - 10 % December 25, 2019 - - January 9, 2020 - - January 13, 2020 - - Loans payable - Related parties $ 30,026 $ 313,949 Interest expense amounted to $24,771 and $14,141 for the years ended December 31, 2019 and 2018, respectively. Vladimir Skiguine Mr. Skiguine is considered to be a related party as his shareholding and that of the Company's under his control exceeds 5%. ● Promissory note On April 17, 2018, the Company issued a Promissory Note in the aggregate principal amount of $49,491 to Vladimir Skiguine. The note had a maturity date of September 13, 2018 and a coupon of eighteen percent per annum. The Company had the right to prepay the note without penalty prior to maturity date. On September 13, 2018, the maturity date of the note was extended to January 11, 2019. On February 21, 2019 the maturity date was extended to September 13, 2019, with the interest rate changed to 15%. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $59,810 and was converted into 964,670 post reverse split shares on November 18, 2019. ● Promissory note On December 23, 2019, in terms of a debt purchase agreement entered into with Wakatec OU, Mr. Skiguine acquired $30,000 of the promissory note issued to Wakatec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the company agreed to the assignment of the debt owed to Mr. Skiguine by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $30,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $30,026. ● Promissory note On December 11, 2019, Mr. Skiguine purchased a portion of a note issued to Andrey Novikov by Qpagos Corporation in the principal amount of $65,953. On December 17, 2019, the company entered into a debt settlement with Mr. Skiguine whereby the Note was assigned from Qpagos Corporation to the Company and was simultaneously settled by the issue of 2,231,768 shares of common stock at an issue price of $0.03 per share, thereby extinguishing the note. A loss on settlement of $67,953 was realized. ● Equipment funding The Company entered into an agreement with Gibbs, whereby the importation of kiosks and accessories was arranged and funded by Gibbs, Skiguine funded a portion of the kiosks and accessories purchased under the same terms and conditions of the agreement entered into with Gibbs. Pursuant to the terms of the agreement, a 5% margin has been added to the cost of the kiosks and accessories purchased and to the liability outstanding. The amount was due on November 1, 2017. The amount has not been paid to date. The agreement does not provide for any default provisions and management is currently negotiating the terms of repayment with Skiguine. A penalty interest rate has been provided for on the loan. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $74,662, after the interest was adjusted to $19,366 and was converted into 1,204,234 post reverse split shares on November 18, 2019. Strategic IR Strategic IR is considered to be a related party as its shareholding is approximately 24.0%. ● Strategic IR advanced the Company $168,000 between January 16 and June 15, 2018. This loan was formalized into a written note on October 13, 2018 and bears interest at the rate of 10% per annum. The note had a maturity date of February 10, 2019. On March 18, 2019 the note was extended to February 10, 2020, and the interest rate was changed to 15%. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $196,307 and was converted into 3,166,240 post reverse split shares on November 18, 2019. Strategic IR On November 15, 2019, the Company entered into Securities Purchase Agreements with Strategic IR whereby the following notes totaling $79,500 previously advanced to the Company during the period August 19, 2019 to October 15, 2019, was converted into 4,486,750 shares of common stock at a conversion price of $0.037 per share, thereby extinguishing the notes and realizing a loss on conversion of $85,248. ● On August 19, 2019, the Company issued a Promissory Note in the aggregate principal amount of $15,000 to Strategic IR. The note has a maturity date of November 17, 2019 and a coupon of ten percent per annum. The Company has the right to prepay the note without penalty prior to maturity date. ● On September 10, 2019, the Company issued a Promissory Note in the aggregate principal amount of $37,500 to Strategic IR. The note has a maturity date of December 10, 2019 and a coupon of ten percent per annum. The Company has the right to prepay the note without penalty prior to maturity date. ● On September 25, 2019, the Company issued a Promissory Note in the aggregate principal amount of $2,000 to Strategic IR. The note has a maturity date of December 25, 2019 and a coupon of ten percent per annum. The Company has the right to prepay the note without penalty prior to maturity date. ● On October 11, 2019, the Company issued a Promissory Note in the aggregate principal amount of $3,000 to Strategic IR. The note has a maturity date of January 9, 2020 and a coupon of ten percent per annum. The Company has the right to prepay the note without penalty prior to maturity date. ● On October 15, 2019, the Company issued a Promissory Note in the aggregate principal amount of $22,000 to Strategic IR. The note has a maturity date of January 13, 2020 and a coupon of ten percent per annum. The Company has the right to prepay the note without penalty prior to maturity date. CONVERTIBLE NOTES PAYABLE Description Interest rate Maturity Date Principal Accrued interest Unamortized debt discount December 31, Balance, net December 31, Balance, net Strategic IR 18 % April 25, 2019 - - - - - 15 % December 8, 2019 - - - - 12,193 15 % December 8, 2019 - - - - 24,573 15 % December 26, 2019 - - - - 65,091 15 % December 26, 2019 - - - - 139,940 8 % September 19, 2019 - - - - - 6 % July 17,2020 - - - - - Cobbolo Limited 15 % December 26, 2019 - - - - 64,726 15 % December 26, 2019 - - - - 64,146 Gibbs International Holdings 15 % On demand - - - - 63,798 8 % August 31, 2019 - - - - 155,345 Bellridge Capital LP 18 % April 25, 2019 - - - - - West Point Partners, LLC 8 % September 3, 2020 - - - - - 6 % November 18, 2020 - - - - - 8 % October 21, 2020 - - - - - Total convertible notes payable $ - $ - $ - $ - $ 589,812 Interest expense amounted to $58,732 and $67,101 for the years ended December 31, 2019 and 2018, respectively. The amortization of debt discount amounted to $343,039 and $614,277 for the years ended December 31, 2019 and 2018, respectively. The convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the common stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability. The total value of the beneficial conversion feature recorded as a debt discount during the year ended December 31, 2019 and 2018 was $141,591and $544,819, respectively. Strategic IR ● On May 15, 2019, pursuant to the terms of a debt purchase agreement entered into with Labrys Fund LP. the $300,000 convertible promissory note issued on October 25, 2018, with a maturity date of April 25, 2019 and an original coupon of 8% per annum, was acquired by Strategic IR for gross proceeds of $302,367, including accrued interest thereon. The Convertible note earns interest at 18% per annum, the default interest rate in terms of the Promissory note. The terms of the convertible note include a provision for an automatic note penalty of 50% of the note outstanding if the note is in default. Strategic IR enforced this term resulting in an increase in the principal outstanding in terms of the note of $150,000. On June 19, 2019, pursuant to the terms of a debt purchase agreement entered into with Bellridge Capital LP, Strategic IR transferred and assigned the aggregate principal sum of $200,000 plus accrued interest thereon of $3,124, of the Convertible note acquired from Labrys Fund LP. On July 30, 2019, the Company received a notice of conversion from Strategic IR, converting $108,882 of the April 25, 2018 convertible note acquired from Labrys Fund LP, into 37,034,605 pre-reverse split (3,703,461 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.003 pre-reverse split ($0.03 post reverse split that was effected in November 2019) per share. On November 18, 2019, the Company and Strategic IR entered into an exchange agreement, replacing the remaining balance of the May 15, 2019 convertible note purchased from Labrys Fund LP, 2019, including interest thereon with a new note in the aggregate principal amount of $159,123 with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. On November 19, 2019, in terms of a conversion notice received, the Company received a conversion notice converting the aggregate principal sum of $159,123 and interest thereon into 10,007,882 shares of common stock at a conversion price of $0.0159 per share, thereby extinguishing the note and realizing a loss on conversion of $211,166. ● On June 11, 2017, the Company issued a convertible promissory note in the aggregate principal amount of $10,000 to Strategic IR ("Strategic IR"). The note bears interest at 12% per annum and matured on December 16, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date of the note was extended to December 8, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 8, 2019, with the interest rate remaining unchanged. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $13,060 and was converted into 210,645 post reverse split shares on November 18, 2019. ● On June 11, 2017, the Company exchanged a note issued to Viktoria Akhmetova, with a principal amount of $20,000, together with accrued interest thereon of $164, totaling $20,164, for a convertible note, principal amount of $20,164, bearing interest at 12% per annum and matured on December 8, 2017. In terms of an agreement entered into with the note holder, the maturity date was extended to December 8, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 8, 2019, with the interest rate remaining unchanged. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $26,321 and was converted into 424,540 post reverse split shares on November 18, 2019. ● On June 29, 2017, the Company exchanged a note issued to Strategic with a principal amount of $50,000, together with accrued interest thereon of $3,740, totaling $53,740, for a convertible note, principal amount of $53,740, bearing interest at 12% per annum which matured on December 26, 2017. In terms of an agreement entered into with the note holder, the maturity date was extended to December 26, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 26, 2019, with the interest rate remaining unchanged. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $69,751 and was converted into 1,125,020 post reverse split shares on November 18, 2019. ● On June 29, 2017, the Company exchanged a note issued to Strategic with a principal amount of $110,000, together with accrued interest thereon of $5,535, totaling $115,535, for a convertible note, principal amount of $115,535, bearing interest at 12% per annum and matured on December 26, 2017. Pursuant to the terms of an agreement entered into with the note holder the maturity date was extended to December 26, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 26, 2019, with the interest rate remaining unchanged. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $149,958 and was converted into 2,418,674 post reverse split shares on November 18, 2019. ● On July 17, 2019, Strategic IR entered into a debt purchase agreement with GS Capital Partners, whereby the remaining balance of the September 19, 2019 convertible note in the aggregate principal amount of $33,252 plus accrued interest thereon of $2,165, was acquired for gross proceeds of $35,417. In addition to this strategic IR paid additional settlement costs of $14,583 including an early settlement penalty to GS Capital Partners. As of September 19, 2019, the note is in default and earns interest at the default interest rate. On November 18, 2019, the Company and Strategic IR entered into an exchange agreement, replacing the balance of the July 15, 2019 convertible note purchased from GS Capital Partners, including interest thereon with a new note in the aggregate principal amount of $37,224 with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. On November 19, 2019, Company received a conversion notice converting the aggregate principal sum of $37,224 into 2,386,181 shares of common stock at a conversion price of $0.0156 per share, thereby extinguishing the note and realizing a loss on conversion of $51,064. ● On July 17, 2019, the Company issued Strategic IR a Convertible Promissory Note in the aggregate principal amount of $14,583. The note had a maturity date of July 17, 2020 and a coupon of 6% 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 three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. On November 19, 2019, in terms of a conversion notice received, the Company received a conversion notice converting the aggregate principal sum of $14,583, including interest thereon of $297 into 935,887 shares of common stock at a conversion price of $0.0159 per share, thereby extinguishing the note and realizing a loss on conversion of $19,747. ● On December 11, 2019, Strategic IR purchased a portion of a note issued to Andrey Novikov by Qpagos Corporation in the principal amount of $65,953. On December 17, 2019, the company entered into a debt settlement with Strategic IR whereby the Note was assigned from Qpagos Corporation to the Company and was simultaneously settled by the issue of 2,231,768 shares of common stock at an issue price of $0.03 per share, thereby extinguishing the note. A loss on settlement of $67,953 was realized. Vladimir Skiguine Vladimir Skiguine is the principal and has control over Cobbolo Limited and has also personally advanced the Company funds. Cobbolo Limited ● On June 29, 2017, the Company exchanged a note issued to Cobbolo Limited with a principal amount of $50,000, together with accrued interest thereon of $3,438, totaling $53,438, for a convertible note, principal amount of $53,438, bearing interest at 12% per annum and matured on December 26, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 26, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 26, 2019, with the interest rate remaining unchanged. 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 $0.0063 pre-reverse split ($0.063 pre-reverse split) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $69,360 and was converted into 1,118,711 post-reverse split shares on November 18, 2019. Vladimir Skiguine (continued) ● On June 29, 2017, the Company exchanged a note issued to Cobbolo Limited with a principal amount of $50,000, together with accrued interest thereon of $2,959, totaling $52,959, for a convertible note, principal amount of $52,959, bearing interest at 12% per annum and matured on December 26, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 26, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 26, 2019, with the interest rate remaining unchanged. The note is convertible into common shares of the Company at a conversion price of $0.20 per share. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $68,738 and was converted into 1,108,674 post-reverse split shares on November 18, 2019. Gibbs International Holdings Gibbs International Holdings is considered to be a related party as its shareholding is approximately 14.4%. ● Effective June 19, 2017, the Company exchanged a note issued to Gibbs International Holdings with a principal amount of $50,000, together with accrued interest thereon of $2,494, totaling $52,494, for a convertible note, principal amount of $52,494, bearing interest at 12% per annum and matured on December 16, 2017. In terms of an agreement entered into with the note holder, the maturity date was extended to December 16, 2018 and the interest rate was increased to 15% per annum. The note was past its maturity date which maturity date has not been extended as yet, and thereby; (i) became immediately due and payable; (ii) can only be amended with the written consent of the holder; and (iii) may be sold, assigned or transferred by the holder without the Company's consent. The note is currently recorded under current liabilities. The note was convertible into common shares of the Company at a conversion price of $0.20 per share. 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 $0.0063 pre-reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. The balance of the note as of July 30, 2019, plus accrued interest thereon was $68,350 and were exchanged for 1,102,412 post reverse split shares on November 18, 2019. ● Effective August 20, 2018, the Company exchanged a note issued to Gibbs International Holdings with a principal amount of $294,620, together with accrued interest thereon of $111,115, totaling $405,735, for a convertible note, principal amount of $405,735, with a coupon of 8% per annum and maturing on August 31, 2019. The Company had the right to prepay the note within 180 days without penalties. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the three lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. As of August 31, 2019 the note is in default and the note provided for the payment of a penalty of 10% of the principal outstanding, amounting to $40,573. On December 4, 2019, the Company received conversion notices converting the principal sum of $405,735, a once off penalty of $40,573 and interest thereon of $54,529 into 21,000,000 shares of common stock at a conversion price of $0.0238 thereby extinguishing the note. A loss on conversion of $528,162 was realized. Bellridge Capital LP Bellridge Capital LP is considered to be a related party as its shareholding is approximately 10.5%. On June 19, 2019, in terms of a debt purchase agreement entered into with Strategic IR, Bellridge Capital LP acquired an aggregate principal amount of $200,000 plus accrued interest thereon of $3,124 off the $300,000 convertible promissory note originally issued on October 25, 2018, to Labrys Fund LP, with a maturity date of April 25, 2019 and an original coupon of 8% per annum. The Convertible note accrues interest at 18% per annum, the default interest rate in terms of the original Promissory note. On November 19, 2019, the Company received a notice of conversion from Bellridge Capital LP converting the principal sum of $200,000 and interest thereon of $21,568 into 13,935,112 shares of common stock at a conversion price of $0.0159 per share, thereby extinguishing the note. The Company incurred a loss on conversion of $294,031. West Point Partners, LLC ● On September 3, 2019, the Company issued West Point Partners, LLC a Convertible Promissory Note in the aggregate principal amount of $26,527. The note had a maturity date of September 3, 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. On November 19, 2019, the Company received a notice of conversion converting the aggregate principal amount of the note outstanding, including interest thereon, totaling $26,968 into 1,812,390 shares of common stock at a conversion price of $0.149 per share, thereby extinguishing the note. The Company realized a loss on conversion of $40,090. ● On October 21, 2019, West point Partners, LLC entered into a debt purchase agreement with GS Capital Partners, whereby the convertible note in the aggregate principal amount of $96,000 plus accrued interest thereon of $3,745, was acquired for gross proceeds of $99,745. On November 18, 2019, the Company and West Point Partners, LLC entered into an exchange agreement, replacing the existing note with a new note with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. On November 19, 2019, the Company received a notice of conversion converting the aggregate principal amount of the note outstanding, including interest thereon, totaling $102,039 into 6,857,446 shares of common stock at a conversion price of $0.149 per share, thereby extinguishing the note. The Company realized a loss on conversion of $151,687. ● On October 21, 2019, the Company issued a Convertible Promissory Note in the aggregate principal amount of $22,977 to West Point Partners, LLC for penalty interest and expenses incurred by West Point Partners LLC on acquiring the GS Capital Partners note dated March 4, 2019. The note had a maturity date of October 21, 2020 and bears interest at 8% per annum. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest two trading prices during the previous ten trading days. On November 19, 2019, the Company received a notice of conversion converting the aggregate principal amount of the note outstanding, including interest thereon, totaling $23,118 into 1,553,621 shares of common stock at a conversion price of $0.149 per share, thereby extinguishing the note. The Company realized a loss on conversion of $34,366. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11 INCOME TAXES The Company's primary operations were based in Mexico and currently enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Federal Corporate Income Tax ("CIT") - Mexico CIT applies to Mexican resident taxpayers' income from worldwide sources, as well as to foreign residents on the income attributed to their permanent establishments ("Pes") located in Mexico. The federal CIT rate is 30%. All corporate entities, including associations of a civil nature, branches, etc., are subject to the tax rules applicable to Mexican corporations (unless specifically ruled out). Provisions to recognize the effects of inflation for tax purposes in the areas of monetary assets and liabilities (annual monetary adjustment) and depreciable assets are provided in the Mexican Income Tax Law, even though recent inflation rates have been stable at low levels Federal Income Tax - United States On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2019 and 2018, there have been no interest or penalties incurred on income taxes. The provision for income taxes consists of the following: Year ended Year ended Current Federal $ - $ - State - - Foreign - - $ - $ - Deferred Federal $ - $ - State - - Foreign - - $ - $ - A reconciliation of the U.S. Federal statutory income tax to the effective income tax is as follows: Year ended Year ended Continuing operations Tax expense at the federal statutory rate $ (850,030 ) $ (1,141,370 ) State tax expense, net of federal tax effect - - Effect of foreign operations - 27,713 Effect of income tax rate change - - Permanent timing differences 772,183 (147,563 ) Temporary timing differences 27,299 8,271 (50,548 ) (1,252,950 ) Deferred income tax asset valuation allowance 50,548 1,252,950 $ - $ - Discontinued operations Tax expense at the federal statutory rate $ 66,918 $ (1,141,370 ) State tax expense, net of federal tax effect - - Effect of foreign operations (27,739 ) 27,713 Effect of income tax rate change - - Permanent timing differences (1,834,306 ) (147,563 ) Temporary timing differences 63,004 8,271 (1,732,123 ) (1,252,950 ) Deferred income tax asset valuation allowance 1,732,123 1,252,950 $ - $ - Significant components of the Company's deferred income tax assets are as follows: December 31, December 31, Depreciation and amortization $ - $ 12,618 Other 27,299 (15,412 ) Net operating losses 3,936,879 3,750,027 Valuation allowance (3,964,178 ) (3,747,233 ) Net deferred income tax assets $ - $ - The valuation allowance for deferred income tax assets as of December 31, 2019 and December 31, 2018 was $3,964,178 and $3,747,233, respectively. The net change in the deferred income tax assets valuation allowance was an increase of 216,946 after reducing prior year tax loss carry forwards by $(313,050) upon assessment, increasing the deferred tax asset by $63,004 for current year temporary timing differences and by reducing the deferred tax asset by $(1,315,240) for the disposal of Qpagos Corporation and the Mexican operations, effective December 31, 2019. As of December 31, 2019, the prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. Estimated net operating loss carry-forwards of Innovative Payment Solutions of $18,747,044 begin to expire in 2034 through 2040. In assessing the realizability of deferred income tax assets, management considers whether or not it is more likely than not that some portion or all deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company's ability to utilize the United States Federal operating loss carry-forwards may be subject to an annual limitation if pursuant to IRC Section 382/383 of the Internal Revenue Code of 1986, as amended, if a change of ownership has occurred. Management has not determined if an ownership change has occurred under IRC Section 382/383, but is evaluating, if such change has occurred. If such change has occurred it is also possible that the loss carryforward could be eliminated. |
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY BASED COMPENSATION | 12 EQUITY BASED COMPENSATION Equity based compensation is made up of the following: Year ended Year ended Incentive stock awards $ - 52,175 Stock issued for services rendered 162,254 34,739 $ 162,254 $ 86,914 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 14 COMMITMENTS AND CONTINGENCIES The Company entered into a property lease agreement as disclosed under note 6 above. The future minimum lease commitments are as follows: Amount Undiscounted minimum future lease payments Total instalments due $ 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 | 15 COMMITMENTS AND CONTINGENCIES The Company operates out of sub-let premises in Northridge, California. The sub-lease is on a month to month basis at $4,000 per month. The discontinued operations of the Company operates from an office facility in Mexico. The office is leased under a three (3) year non-cancellable operating lease, which ended on December 16, 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 15 SUBSEQUENT EVENTS Convertible debt issued On October 20, 2020, the Company closed a transaction with Mark Geist ("Geist"), pursuant to which the Company received net proceeds of $25,025, after an original issue discount of $3,575 in exchange for the issuance of a $28,600 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on October 20, 2021, the note is convertible into shares of common stock at an initial conversion price of $0.035 per share, in addition, the Company issued a warrant exercisable over 817,143 shares of common stock at an initial exercise price of $0.05 per share. The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | 16 SUBSEQUENT EVENTS COVID-19 Outbreak In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results is uncertain. Debt exchanges On January 7, 2020, the Company entered into a debt exchange agreement whereby the aggregate principal sum of $20,000 plus accrued interest of $33 was exchanged for 1,001,644 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $20,033. On January 7, 2020, the Company entered into a debt exchange agreement whereby the aggregate principal sum of $30,000 plus accrued interest of $49 was exchanged for 1,502,466 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $30,049. Convertible note funding On January 13, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $100,000 to Odyssey Funding, LLC. The note had a maturity date of January 13, 2021 and a coupon of 10% per annum. The Company may prepay the note with prepayment penalties ranging from 125% to 145%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On January 22, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $43,000 to Power Up Lending Group Ltd. The note had a maturity date of January 22, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. On February 5, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $105,000 to Adar Alef, LLC. The note had a maturity date of February 5, 2021 and a coupon of 10% per annum. The Company may prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. On February 24, 2020, the Company issued a Convertible Promissory Note in the aggregate principal amount of $78,750 to LG Capital Funding LLC. The note had a maturity date of February 24, 2021 and a coupon of 10% per annum. The Company may prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. Share subscriptions On February 20, 2020, the Company entered into a Securities Purchase Agreement whereby 1,000,000 shares of common stock and 1,000,000 three year warrants, exercisable at $0.05 per share were sold to an investor for gross proceeds of $25,000. On March 16, 2020, the Company entered into a Securities Purchase Agreement whereby 400,000 shares of common stock were sold to an investor for gross proceeds of $8,000. Debt Conversions On January 28, 2020, the Company received a conversion notice from Global Consulting Alliance, converting an aggregate amount of $27,741, at a conversion price of $0.02449 into 1,132,764 shares of common stock, thereby extinguishing the note. On March 11, 2020, the Company received a conversion notice, converting an aggregate principal amount of $7,586.40 and fees thereon of $500, at a conversion price of $0.01444 into 560,000 shares of common stock. Shares issued for services On January 30, 2020, the Company entered into a Corporate Brand Consulting Agreement with Ludlow Business Services, Inc. whereby the consultant agreed to provide corporate consulting, development of strategies, corporate awareness, business plans and advising on interactions with investment professionals, for a consideration of $7,500 per month and 535,714 shares of common stock amounting to $30,000, at the average closing price of the common stock ten days prior to the execution of the agreement. On March 19, 2020, the Company issued 2,000,000 shares of common stock to a director for directors fees valued at $88,000. On April 4, 2020, the Company issued 282,146 shares to Andrey Novikov as compensation in terms of an employment agreement entered into with Mr. Novikov in December 2019. Other than disclosed above, the Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein. |
ACCOUNTING POLICIES AND ESTIM_2
ACCOUNTING POLICIES AND ESTIMATES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | a) Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated 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 consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2020 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, 2019, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on May 14, 2020 (the "2019 10-K"). All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. | a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Principles of Consolidation | b) Principles of Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company. In the prior year the financial statements included the Company and its wholly owned subsidiary and its indirect subsidiaries. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Entity Percentage Country Disposed of Innovative Payment Solutions, Inc - USA - Qpagos Corporation 100 % USA December 31, 2019 Qpagos, S.A.P.I de C.V. 99.996 % Mexico December 31, 2019 Redpag Electrónicos, S.A.P.I. de C.V 99.990 % Mexico December 31, 2019 | b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. Effective December 31, 2019, the Company disposed of Qpagos Corporation, Qpagos S.A.P.I. de CV and Redpag Electronicos, S.A.P.I. de CV, these entities are reported as discontinued operations in these consolidated financial statements. The entities included in these consolidated financial statements are as follows: Innovative Payment Solutions, Inc. - Parent Company Qpagos Corporation - 100% owned – disposed of effective December 31, 2019. Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) – disposed of effective December 31, 2019. Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) – disposed of effective December 31, 2019. |
Mexican Operations | c) Mexican Operations The financial statements of the Company's discontinued Mexican operations in the prior period are measured using local currencies as their functional currencies. The Company translated the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at the period end and the results of operations at the average rate throughout the period. The translation adjustments are recorded directly as a separate component of stockholders' equity, while transaction gains (losses) are included in net income (loss). All sales were to customers located in Mexico. | c) Mexican Operations The financial statements of the Company's discontinued Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its discontinued Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders' equity, while transaction gains (losses) are included in net income (loss). All sales to customers are in Mexico. |
Use of Estimates | d) Use of Estimates The preparation of 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 materially from those estimates and judgments. In particular, significant estimates and judgments include those related to; the estimated useful lives for plant and equipment, investment valuation, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition 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) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Contingencies | e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. | e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
Fair Value of Financial Instruments | f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company's estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity. The carrying amounts reported in the balance sheets for cash, 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) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for the investment in Vivi Holdings Inc., was evaluated at fair value using Level 3 Inputs based on the Company's estimate of the market value of the entities disposed to Vivi Holdings, Inc. Vivi Holdings Inc., does not have sufficient information available to assess the current market price of its equity. The carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 " Financial Instruments |
Risks and Uncertainties | g) Risks and Uncertainties The Company's operations will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. The recent global Covid-19 breakout has caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. In addition, businesses have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on its business and financial condition and has hampered the Company's ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. | g) Risks and Uncertainties The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated, including the potential risk of business failure. The recent global Covid-19 breakout has caused an economic crisis which may result in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. In addition, businesses have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. As a result, installation of the Company's network of kiosks, terminals and payment channels in Southern California has been delayed, which has had an adverse impact on our business and financial condition and has hampered our ability to generate revenue and access usual sources of liquidity on reasonable terms. The Company's operations were carried out in Mexico. Accordingly, the Company's business, financial condition and results of operations were influenced by the political, economic and legal environment in Mexico and by the general state of that economy. 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. |
Adoption of accounting standards | h) Adoption of accounting standards In February 2016, the Financial Accounting Standards Board ("FSAB") issued Accounting Standards Update ("ASU"), No. 2016-02, Leases (Topic 842) (ASC 842) The amendments in this update establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, the prospective transition method, which allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the new standard on January 1, 2019 using the prospective transition method. The Company has identified all leases and reviewed the leases to determine the impact of ASC 842 on its consolidated financial statements. The Company has elected to apply all of the practical expedients to all leases, which include not reassessing (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The adoption of the new standard resulted in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019 of MXN Pesos 639,400 ($32,996) utilizing an incremental borrowing rate of 10.65% and the subsequent amortization of the asset and the lease liability. | |
Recent accounting pronouncements | h) Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2020-06, debt with Conversion and Other Options (subtopic 470-20): and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40), certain accounting models for convertible debt instruments with beneficial conversion features or cash conversion features are removed from the guidance and for equity instruments the contracts affected are free standing instruments and embedded features that are accounted for as derivatives, the settlement assessment was simplified by removing certain settlement requirements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021. The effects of this ASU on the Company's condensed consolidated financial statements is currently being assessed and is expected to have an impact on the treatment of certain convertible instruments and the derivative liabilities associated with these convertible instruments. The FASB issued several additional updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. | i) Recent accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) The Amendments in this update reduce the complexity in accounting for income taxes by removing certain exceptions to accounting for income taxes and deferred taxes and simplifying the accounting treatment of franchise taxes, a step up in the tax basis of goodwill as part of business combinations, the allocation of current and deferred tax to a legal entity not subject to tax in its own financial statements, reflecting changes in tax laws or rates in the annual effective rate in interim periods that include the enactment date and minor codification improvements. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020. The effects of this ASU on the Company's financial statements is not considered to be material. The FASB issued several updates during the period, none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption. |
Reporting by segment | j) Reporting by Segment No segmental information is required as the Company, during the years ended December 31, 2019 and 2018 only had one segment of business from which it derived revenue, providing physical and virtual payment services in the Mexican Market. This business segment was discontinued on December 31, 2019 and no revenue has been derived from activities in the US market as yet. | |
Cash and Cash Equivalents | 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 September 30, 2020 and December 31, 2019, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At September 30, 2020 and December 31, 2019, the balance did not exceed the federally insured limit. | k) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2019 and December 31, 2018, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At December 31, 2019 and 2018, the balance did not exceed the federally insured limit. |
Accounts Receivable and Allowance for Doubtful Accounts | l) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December 31, 2019 and 2018. | |
Investments | j) Investments The Company's non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn't result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. The Company recorded an impairment charge of $0 and $1,019,960 on its non-marketable equity securities for the three and nine months ended September 30, 2020, respectively. The impairment charge was based on management's determination that due to the lack of ability, to date, by Vivi Holdings ("Vivi") to fulfill its capital raising requirements and implement its business strategy that there is a significant risk that Vivi may not be able to meet its obligations. | m) Investments The Company's non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn't result in influence over the company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. The Company had no realized or unrealized gains or losses on its non-marketable equity securities and on cumulative net gain or loss in 2019. |
Inventory | n) Inventory The Company primarily values inventories at the lower of cost or net realizable value applied on a first-in, first-out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory ageing. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value. | |
Advances received from customers | o) Advances received from customers Other than the sale of kiosks to customers, the provision of services through our kiosks is conducted on a cash basis. Customers are required to deposit cash with the Company to meet anticipated demand for services provided through kiosks either owned or operated by them. The services provided through the customer owned or operated kiosks are deducted from the deposits held on their behalf, the Company requires that these deposits be replenished as and when the services are provided. | |
Plant and equipment | k) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 3 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. | p) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 7 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. |
Intangibles | q) Intangibles All of the Company's intangible assets are subject to amortization. The Company evaluates the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Where intangibles are deemed to be impaired, we recognize an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. i) License Agreements License agreements acquired by the Company are reported at acquisition value less accumulated amortization and impairments. ii) Amortization Amortization is reported in the statement of operations on a straight-line basis over the estimated useful life of the intangible assets, unless the useful life is indefinite. Amortizable intangible assets are amortized from the date that they are available for use. The estimated useful life of the license agreement is five years which is the expected period for which we expect to derive a benefit from the underlying license agreements. | |
Long-Term Assets | l) 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. | r) 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 | m) Revenue Recognition The Company's revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue. The Company's revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. The Company had the following sources of revenue during the nine months ended September 30, 2019 which was recognized on the basis described below. ● Revenue from the sale of services Prepaid services were acquired from providers and were sold to end-users through kiosks that the Company owned or kiosks that were owned by third parties. The Company recognized the revenue on the sale of these services when the end-user deposited funds into the terminal and the prepaid service was delivered to the end-user. The revenue was recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which was collected on behalf of the Mexican Revenue Authorities. ● Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through its kiosks. During the nine months ended September 30, 2019, the Company earned either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acted as a collection agent and recognized the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the funds were deposited into the kiosk and the customer had settled his liability or had acquired a prepaid service. ● Revenue from the sale of kiosks. During the nine months ended September 30, 2019, the Company imported, assembled and sold kiosks that were used to generate the revenues discussed above. Revenues were recognized on the full value of the kiosks sold, net of any sales taxation collected on behalf of the Revenue authorities, when the customers took delivery of the kiosk and all the risks and rewards of ownership were passed to the customer. | s) Revenue Recognition The Company's revenue recognition policy is consistent with the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (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 has the following sources of revenue which is recognized on the basis described below. ● Revenue from the sale of services Prepaid services are acquired from providers and is sold to end-users through kiosks that the Company owns or kiosks that are owned by third parties. The Company recognizes the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which is collected on behalf of the Mexican Revenue Authorities. ● Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through its kiosks. The Company earns either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acts as a collection agent and recognizes the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the funds are deposited into the kiosk and the customer has settled his liability or has acquired a prepaid service. ● Revenue from the sale of kiosks. The Company imports, assembles and sell kiosks that are used to generate the revenues discussed above. Revenue is recognized on the full value of the kiosks sold, net of any valued added taxation collected on behalf of the Mexican Revenue Authorities (with respect to revenue generated prior to the sale of the Mexican operations), when the customer takes delivery of the kiosk and all the risks and rewards of ownership are passed to the customer. The Company does not enter into any leasing of kiosks arrangements with customers and the Company does not generate any revenues from merchants who access its terminals as yet. |
Share-Based Payment Arrangements | n) 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 Merger on May 12, 2016, all share-based payments were based on management's estimate of market value of the Company's equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company's common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company's reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. | t) Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards' grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations. Prior to the Company's reverse merger which took place on May 12, 2016, all share-based payments were based on management's estimate of market value of the Company's equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company's common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company's reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. |
Derivative Liabilities | o) Derivative Liabilities ASC topic 815: Derivatives and Hedging ("topic 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. | u) 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 | v) Income Taxes Prior to December 31, 2019, the Company's primary operations were based in Mexico and enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2019, and 2018, there have been no interest or penalties incurred on income taxes. | |
Comprehensive income | w) Comprehensive income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes translation adjustment and net loss. | |
Reclassification of prior year presentation | p) 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. | x) Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
ACCOUNTING POLICIES AND ESTIM_3
ACCOUNTING POLICIES AND ESTIMATES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of consolidated financial statements | Entity Percentage Country Disposed of Innovative Payment Solutions, Inc - USA - Qpagos Corporation 100 % USA December 31, 2019 Qpagos, S.A.P.I de C.V. 99.996 % Mexico December 31, 2019 Redpag Electrónicos, S.A.P.I. de C.V 99.990 % Mexico December 31, 2019 | |
Schedule of estimated useful lives of the assets | Description Estimated Useful Life Kiosks 3 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years | Description Estimated Useful Life Kiosks 7 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years |
PROFIT ON DISPOSAL OF SUBSIDI_2
PROFIT ON DISPOSAL OF SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Profit on Disposal of Subsidiaries [Abstract] | |
Schedule of business operation | Year ended Proceeds on disposal Shares in Vivi Holdings, Inc. $ 1,120,836 Promissory note from Qpagos Corporation 130,000 Kiosks to be transferred to Innovative Payment Solutions 50,000 Gross proceeds 1,300,836 Vivi Holdings, Inc. shares distributed as deal related fees (100,875 ) Deal related expenses (28,328 ) Net proceeds $ 1,171,633 Assets disposed of: Cash $ 59,551 Inventory 150,117 Accounts receivable 10,863 Recoverable IVA and tax credits 170,981 Other current assets 186,093 Intangible assets 39,417 Plant and equipment 178,778 Other non-current assets 12,849 808,649 Liabilities assumed by purchaser Accounts payable and other payables (355,652 ) Notes payable (43,000 ) IVA and other taxes payable (14,923 ) Advances from customers (195,344 ) Net (608,919 ) Net assets sold $ 199,730 Net profit realized on disposal $ 971,903 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of assets and liabilities are recorded as held for disposal including operations from discontinued operations | Three months Nine months 2019 2019 Net Revenue $ 3,480,878 $ 7,550,475 Cost of Goods Sold 3,767,192 7,748,178 Gross profit (286,314 ) (197,703 ) General and administrative 278,960 832,623 Depreciation and amortization and impairment costs 11,276 33,885 Total Expense 290,236 866,508 Loss from Operations (576,550 ) (1,064,211 ) Other income (expense) (866 ) 1,007 Foreign currency loss (15,436 ) (21,412 ) Loss before taxation (592,852 ) (1,084,616 ) Taxation - - Loss from discontinued operations, net of taxation (592,852 ) $ (1,084,616 ) | The following assets and liabilities are reported as discontinued operations: December 31, 2018 Current Assets Accounts receivable $ 60,523 Inventory 330,632 Recoverable IVA taxes and credits 98,493 Other current assets 169,564 Total current assets 659,212 Non-current assets Plant and equipment, net 228,103 Intangibles, net 82,417 Investment 3,000 Other assets 10,373 Total non-current assets 323,893 Assets held for sale $ 983,105 Current liabilities Accounts payable $ 40,136 ICA and other taxes payable 18,969 Advances from clients 120,909 Liabilities held for sale $ 180,014 The statement of operations from discontinued operations is as follows: Year ended Year ended December 31, December 31, 2019 2018 Net Revenue $ 11,480,637 $ 7,936,273 Cost of Goods Sold 11,525,223 7,867,557 Gross (loss) profit (44,586 ) 68,716 General and administrative 953,491 1,513,807 Depreciation and amortization and impairment costs 45,360 65,455 Total Expense 998,851 1,579,262 Loss from Operations (1,043,437 ) (1,510,546 ) Other income 6,648 5,934 Foreign currency gain 383,542 107,440 Loss before taxation (653,247 ) (1,397,172 ) Taxation - - Loss from discontinued operations, net of taxation $ (653,247 ) $ (1,397,172 ) |
INVESTMENT (Tables)
INVESTMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||
Schedule of investment | September 30, December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 $ 1,019,961 Impairment provision (1,019,960 ) - $ 1 $ 1,019,961 | December 31, Investment in Vivi Holdings, Inc. $ 1,019,961 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of right of use assets | September 30, Non-current assets Right of use assets, operating leases, net of amortization $ 62,290 |
Schedule of lease cost | Nine months Operating lease expense $ 29,588 |
Schedule of maturity of operating leases | Amount Undiscounted minimum future lease payments Total instalments due: 2020 $ 11,835 2021 47,340 2022 7,890 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 |
Schedule of other lease information | Nine months September 30, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (29,588 ) Remaining lease term – operating lease 17 months Discount rate – operating lease 10.0 % |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Loans Payable [Abstract] | ||
Schedule of loans payable | Description Interest Maturity September 30, December 31, Stanislav Minaychenko 4.0 % September 16, 2020 14,390 23,930 Maxim Pukhoskiy 4.0 % June 16, 2020 7,963 17,683 Dieter Busenhart 10.0 % January 17, 2021 1,050 - Alexander Motorin 4.0 % December 23, 2020 - 20,018 Total loans payable $ 23,403 $ 61,631 | Description Interest Maturity December 31, December 31, Stanislav Minaychenko 4.0 % June 16, 2020 23,930 - Maxim Pukhovskiy 4.0 % June 16, 2020 17,683 - Wakatec OU 4.0 % December 21, 2020 - - Alexander Motorin 4.0 % December 23,2020 20,018 - Andrey Novikov 8.0 % December 9, 2020 - - Victoria Akhmetova 15 % January 11, 2020 - 56,044 Boba Management Corporation 10 % December 26, 2020 - - 10 % February 22, 2020 - - 10 % March 1, 2020 - - 10 % March 26, 2020 - - - April 12, 2020 - - - May 7, 2020 - - - May 13,2020 - - - May 20, 2020 - - - May 23, 2020 - - Global Business Partnership AG 10 % January 14, 2020 - - Total loans payable $ 61,631 $ 56,044 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schdeule of convertible notes payable | Unamortized September 30, December 31, Description Interest Maturity Principal Accrued debt Balance, Balance, Power Up Lending Group 12% November 12, 2020 - - - - 11,643 12% December 23, 2020 - - - - 1,543 12% January 22, 2021 - - - - - 12% July 13, 2021 63,000 1,636 (49,364 ) 15,272 - GS Capital Partners, LLC 8% August 14, 2019 - - - - 27,557 8% August 14, 2019 - - - - 174,789 8% February 4, 2020 - - - - 49,243 Crown Bridge Partners, LLC 8% August 31, 2019 - - - - 30,803 8% October 16, 2019 - - - - 30,387 Odyssey Funding LLC 10% November 15, 2020 - - - - 27,658 10% January 13, 2021 - - - - - Black Ice Advisors, LLC 10% November 25, 2020 - - - - 5,739 Adar Alef, LLC 10% February 5, 2021 - - - - - LG Capital Funding LLC 10% February 24, 2021 - - - - - Cavalry Fund I LP 10% June 30, 2021 300,000 7,479 (202,193 ) 105,286 - 10% July 31, 2021 300,000 5,014 (126,476 ) 178,538 - 10% September 24, 2021 114,000 187 (112,126 ) 2,061 - Mercer Street Global Opportunity Fund, LLC 10% August 3, 2021 400,000 6,356 (168,885 ) 237,471 - Pinz Capital Special Opportunities Fund LP 10% August 5, 2021 100,000 1,534 (52,372 ) 49,162 - Iroquois Master Fund Ltd. 10% September 16, 2021 228,000 875 (219,255 ) 9,620 - Total convertible notes payable $ 1,505,000 $ 23,081 $ (930,671 ) $ 597,410 $ 359,362 | Unamortized December 31, December 31, Description Interest Maturity Principal Accrued debt Balance, Balance, Power Up Lending Group 8 % April 30, 2019 - - - - 38,645 8 % September 15, 2019 - - - - 11,869 12 % November 12, 2020 93,000 1,223 (82,580 ) 11,643 - 12 % December 23, 2020 63,000 166 (61,623 ) 1,543 Labrys Fund, LP 8 % December, 22 2018 - - - - 129,758 8 % April 25, 2019 - - - - 126,826 JSJ Investments, Inc. 8 % July 26, 2019 - - - - 46,751 8 % October 8, 2019 - - - - 24,855 8 % March 29, 2020 - - - - - GS Capital Partners, LLC 8 % May 11, 2019 - - - - 41,543 8 % August 14, 2019 10,000 17,557 - 27,557 61,693 8 % August 14, 2019 150,000 24,789 - 174,789 53,056 8 % September 19, 2019 - - - - 14,557 8 % September 19, 2019 - - - - 10,134 8 % February 4, 2020 48,000 6,228 (4,985 ) 49,243 - 8 % February 4, 2020 - - - - - Viktoria Akhmetova 15 % December 8, 2019 - - - - 24,573 Joseph W and Patricia G Abrams 15 % December 10, 2019 - - - - 31,964 15 % January 27, 2020 - - - - 4,496 Roman Shefer 15 % December 24, 2019 - - - - 12,121 Crown Bridge Partners, LLC 8 % May 14, 2019 - - - - 18,796 8 % June 12, 2019 - - - - 16,437 8 % July 26, 2019 - - - 12,856 8 % August 31, 2019 27,500 3,303 - 30,803 9,927 8 % October 16, 2019 27,500 2,887 - 30,387 6,184 Alex Pereira 8 % November 11, 2019 - - - - 3,189 Delinvest Commercial, LTD 15 % December 16, 2019 - - - - 24,307 15 % December 26, 2019 - - - - 65,556 BOBA Management Corp 8 % January 23, 2020 - - - - - 8 % October 8, 2019 - - - - - 8 % July 16, 2020 - - - - - Global Consulting Alliance 8 % September 15, 2019 - - - - - 8 % May 24, 2020 - - - - - Dieter Busenhart 6 % November 12, 2020 - - - - - 6 % November 18, 2020 - - - - - Odyssey Funding LLC 10 % November 15, 2020 200,000 2,521 (174,863 ) 27,658 - Black Ice Advisors, LLC 10 % November 25, 2020 52,500 575 (47,336 ) 5,739 - Total convertible notes payable $ 671,500 $ 59,249 $ (371,387 ) $ 359,362 $ 790,093 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of assumptions were used in the Black-Scholes valuation model | Nine months Year ended Conversion price $ 0.016 to 2.00 $ 0.02 to 2.00 Risk free interest rate 0.11 to 1.53 % 1.53 to 2.59 % Expected life of derivative liability 1 to 12 months 1 to 12 months Expected volatility of underlying stock 11.7 to 222.6 % 148.5 to 224.3 % Expected dividend rate 0 % 0 % | Year ended Year ended Conversion price* $ 0.02 to 2.00 $ 0.20 to 2.50 Risk free interest rate 1.53 to 2.59 % 1.78 to 2.81 % Expected life of derivative liability 1 to 12 months 3 to 12 months Expected volatility of underlying stock 148.5 to 224.3 % 169.15 to 230.55 % Expected dividend rate 0 % 0 % |
Schedule of movement in derivative liability | September 30, December 31, Opening balance $ 905,576 $ 1,833,672 Derivative financial liability arising from convertible note 1,131,094 1,053,842 Fair value adjustment to derivative liability 101,945 (1,981,938 ) $ 2,138,615 $ 905,576 | December 31, December 31, Opening balance $ 1,833,672 $ 3,277,621 Derivative financial liability arising from convertible note 1,053,842 2,685,844 Fair value adjustment to derivative liability (1,981,938 ) (4,129,793 ) $ 905,576 $ 1,833,672 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of restricted stock granted and exercisable | Restricted Stock Granted Restricted Stock Vested Grant date Price Number Weighted Number Weighted $ 0.049 20,495,000 $ 0.049 5,123,750 $ 0.049 | |
Schedule of assumptions were used in the Black-Scholes valuation model | Nine months ended Conversion price $ 0.05 Risk free interest rate 1.35 % Expected life of derivative liability 3 years Expected volatility of underlying stock 190.4 to 216.9 % Expected dividend rate 0 % | Year ended Calculated stock price $ 0.04 Risk-free interest rate 2.77 % Expected life of warrants (in years) 10 Expected volatility of the underlying stock 174.91 % Expected dividend rate 0 % |
Schedule of warrant activity | Shares Exercise Weighted Outstanding January 1, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2019 852,775 $ 2.00 to 6.25 $ 5.10 Granted 42,200,000 0.05 0.05 Forfeited/Cancelled (536,775 ) 2.00 to 6.25 4.42 Exercised - - - Outstanding September 30, 2020 42,516,000 $ 0.05 to 6.25 $ 0.10 | Shares Exercise Weighted Outstanding January 1, 2018 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2018 852,775 $ 2.00 to 6.25 $ 5.10 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2019 852,775 $ 2.00 to 6.25 $ 5.10 |
Schedule of warrants outstanding and exercisable | Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 6.25 316,000 0.12 316,000 $ 0.05 42,200,000 4.80 42,200,000 42,516,000 4.76 $ 0.10 42,516,000 $ 0.10 4.76 | Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 6.25 621,920 0.75 621,920 $ 2.00 230,855 0.50 230,855 852,775 0.68 $ 5.10 852,775 $ 5.10 0.68 |
Schedule of option activity | Shares Exercise Weighted Outstanding January 1, 2019 200,000 $ 0,40 $ 0,40 Granted - - - Forfeited/Cancelled (100,000 ) - - Exercised - - - Outstanding December 31, 2019 100,000 0.40 0.40 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding September 30, 2020 100,000 $ 0.40 $ 0.40 | Shares Exercise Weighted Outstanding January 1, 2018 200,000 $ 0,40 $ 0,40 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2018 200,000 0.40 0.40 Granted - - - Forfeited/Cancelled (100,000 ) - - Exercised - - - Outstanding December 31, 2019 100,000 $ 0.40 $ 0.40 |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Exercise Number Outstanding* Weighted Weighted Number Weighted Weighted 0.40 100,000 8.50 $ 0.40 100,000 $ 0.4 8.50 | Options Outstanding Options Exercisable Exercise Number Weighted Weighted Number Weighted Weighted 0.40 100,000 9.00 $ 0.40 100,000 $ 0.4 9.00 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Schedule of dilutive shares | Three and nine Three and nine Convertible debt 43,659,481 54,292,074 Stock options 100,000 200,000 Warrants to purchase shares of common stock 42,659,520 852,775 86,419,001 55,344,849 | Year ended Year ended Convertible debt 28,557,283 7,791,195 Stock options 100,000 200,000 Warrants to purchase shares of common stock 852,775 852,775 29,510,058 8,843,970 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Schedule of loans payable | Description Interest Rate Maturity Date September 30, December 31, Vladimir Skigin 4 % December 12, 2020 - 30,026 Loans payable - Related parties $ - $ 30,026 | Description Interest Rate Maturity Date December 31, December 31, Vladimir Skigin 18 % January 11, 2020 - 55,474 4 % December 12,2020 30,026 - 8 % December 9, 2020 - - 36 % On Demand - 81,316 Strategic IR 10 % February 10, 2020 $ - $ 177,159 November 17, 2019 - - 10 % December 10, 2019 - - 10 % December 25, 2019 - - January 9, 2020 - - January 13, 2020 - - Loans payable - Related parties $ 30,026 $ 313,949 |
Schedule of convertible notes payable | Description Interest rate Maturity Date Principal Accrued interest Unamortized debt discount December 31, Balance, net December 31, Balance, net Strategic IR 18 % April 25, 2019 - - - - - 15 % December 8, 2019 - - - - 12,193 15 % December 8, 2019 - - - - 24,573 15 % December 26, 2019 - - - - 65,091 15 % December 26, 2019 - - - - 139,940 8 % September 19, 2019 - - - - - 6 % July 17,2020 - - - - - Cobbolo Limited 15 % December 26, 2019 - - - - 64,726 15 % December 26, 2019 - - - - 64,146 Gibbs International Holdings 15 % On demand - - - - 63,798 8 % August 31, 2019 - - - - 155,345 Bellridge Capital LP 18 % April 25, 2019 - - - - - West Point Partners, LLC 8 % September 3, 2020 - - - - - 6 % November 18, 2020 - - - - - 8 % October 21, 2020 - - - - - Total convertible notes payable $ - $ - $ - $ - $ 589,812 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Year ended Year ended Current Federal $ - $ - State - - Foreign - - $ - $ - Deferred Federal $ - $ - State - - Foreign - - $ - $ - |
Schedule of statutory income tax | Year ended Year ended Continuing operations Tax expense at the federal statutory rate $ (850,030 ) $ (1,141,370 ) State tax expense, net of federal tax effect - - Effect of foreign operations - 27,713 Effect of income tax rate change - - Permanent timing differences 772,183 (147,563 ) Temporary timing differences 27,299 8,271 (50,548 ) (1,252,950 ) Deferred income tax asset valuation allowance 50,548 1,252,950 $ - $ - Discontinued operations Tax expense at the federal statutory rate $ 66,918 $ (1,141,370 ) State tax expense, net of federal tax effect - - Effect of foreign operations (27,739 ) 27,713 Effect of income tax rate change - - Permanent timing differences (1,834,306 ) (147,563 ) Temporary timing differences 63,004 8,271 (1,732,123 ) (1,252,950 ) Deferred income tax asset valuation allowance 1,732,123 1,252,950 $ - $ - |
Schedule of deferred income tax assets | December 31, December 31, Depreciation and amortization $ - $ 12,618 Other 27,299 (15,412 ) Net operating losses 3,936,879 3,750,027 Valuation allowance (3,964,178 ) (3,747,233 ) Net deferred income tax assets $ - $ - |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of equity based compensation | Year ended December 31, Year ended December 31, Incentive stock awards $ - 52,175 Stock issued for services rendered 162,254 34,739 $ 162,254 $ 86,914 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | Amount Undiscounted minimum future lease payments Total instalments due $ 67,065 Imputed interest (4,775 ) Total operating lease liability $ 62,290 Disclosed as: Current portion $ 43,049 Non-current portion 19,241 $ 62,290 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Organization and Description of Business (Textual) | ||||
Number of common stock issued | 2,047,500 | |||
Number of common stock outstanding | [1] | 191,121,339 | 128,902,124 | 8,883,922 |
Number of common stock returned | 4,975,000 | 4,975,000 | ||
Number of common stock held | 25,000 | 25,000 | ||
Common stock, par value (in dollars per share) | [1] | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Description of changed its name | November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the Company's common stock, par value $0.0001 per share (the "common stock") at a ratio of 1-for-10, effective on November 1, 2019 (the Reverse Stock Split"). As a result of the Reverse Stock Split, each ten pre-split shares of common stock outstanding automatically combined into one new share of common stock without any further action on the part of the holders, and the number of outstanding shares of common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. | On November 1, 2019, immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company's common stock at a ratio of 1-for-10, effective on November 1, 2019. 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 common stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares. | ||
Percentage of ownership | 99.90% | |||
IPS retained shares of common stock | 5,000,000 | 5,000,000 | ||
Stock Purchase Agreement [Member] | ||||
Organization and Description of Business (Textual) | ||||
Description of the business | Qpagos Mexico and Redpag pursuant to the SPA, in exchange for 2,250,000 shares of common stock of Vivi Holdings, of which nine percent (9%) was allocated to the following: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). | |||
Vivi Holdings [Member] | ||||
Organization and Description of Business (Textual) | ||||
Percentage of ownership | 9.00% | |||
Exchange of shares | 2,250,000 | |||
Gaston Pereira [Member] | ||||
Organization and Description of Business (Textual) | ||||
Percentage of ownership | 5.00% | |||
Andrey Novikov [Member] | ||||
Organization and Description of Business (Textual) | ||||
Percentage of ownership | 2.50% | |||
Joseph Abrams [Member] | ||||
Organization and Description of Business (Textual) | ||||
Percentage of ownership | 1.50% | |||
Common Stock [Member] | ||||
Organization and Description of Business (Textual) | ||||
Number of common stock issued | [1] | 650,000 | ||
Reverse stock split, description | Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of IPSI common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, IPSI assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 6,219,200 pre reverse split (621,920 post reverse split that was effected in November 2019) shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPSI stockholder of 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock agreed to return to IPSI 4,975,000 pre reverse split (497,500 post reverse split that was effected in November 2019) shares of Common Stock held by such holder to IPSI and the then-current IPSI stockholder retained an aggregate of 25,000 pre reverse split (2,500 post reverse split that was effected in November 2019) shares of Common Stock and the other stockholders of IPSI retained 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 49,929,000 pre reverse split (4,992,900 post reverse split that was effected in November 2019) shares of IPSI common stock which represented approximately 91% of the outstanding Common Stock. | Pursuant to the Merger Agreement, upon consummation of the Merger, IPS assumed all of Qpagos Corporation's warrants issued and outstanding immediately prior to the Merger, which were exercisable for approximately 6,219,200 pre reverse split (621,920 post reverse split that was effected in November 2019) shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current IPS stockholder of 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock agreed to return to IPS 4,975,000 pre reverse split (497,500 post reverse split that was effected in November 2019) shares of Common Stock held by such holder to IPS and the then-current IPS stockholder retained an aggregate of 25,000 pre reverse split (2,500 post reverse split that was effected in November 2019) shares of Common Stock and the other stockholders of IPS retained 5,000,000 pre reverse split (500,000 post reverse split that was effected in November 2019) shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation's former stockholders held 49,929,000 pre reverse split (4,992,900 post reverse split that was effected in November 2019) shares of IPS common stock which represented approximately 91% of the outstanding Common Stock. | ||
Qpagos Corporation [Member] | ||||
Organization and Description of Business (Textual) | ||||
Number of common stock issued | 5,000,000 | 5,000,000 | ||
Number of common stock others | 2 | |||
Number of common stock held | 49,929,000 | 49,929,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Date of acquisition agreement | May 12, 2016 | May 12, 2016 | ||
Percentage of ownership | 100.00% | 100.00% | ||
Exchange of shares | 2,250,000 | |||
Qpagos Corporation [Member] | Ownership [Member] | ||||
Organization and Description of Business (Textual) | ||||
Percentage of outstanding shares | 91.00% | 91.00% | ||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
ACCOUNTING POLICIES AND ESTIM_4
ACCOUNTING POLICIES AND ESTIMATES (Details) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Percentage owned | 99.90% | |
Qpagos Corporation [Member] | ||
Percentage owned | 100.00% | 100.00% |
Country | USA | |
Disposed of | Dec. 31, 2019 | |
Innovative Payment Solutions, Inc. [Member] | ||
Country | USA | |
Redpag Electrónicos, S.A.P.I. de C.V [Member] | ||
Percentage owned | 99.99% | |
Country | Mexico | |
Disposed of | Dec. 31, 2019 | |
Qpagos, S.A.P.I de C.V. [Member] | ||
Percentage owned | 99.996% | |
Country | Mexico | |
Disposed of | Dec. 31, 2019 |
ACCOUNTING POLICIES AND ESTIM_5
ACCOUNTING POLICIES AND ESTIMATES (Details 1) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Kiosks [Member] | ||
Estimated useful lives | 3 years | 7 years |
Computer equipment [Member] | ||
Estimated useful lives | 3 years | 3 years |
Leasehold improvements [Member] | ||
Estimated useful lives of property | Lesser of estimated useful life or life of lease | Lesser of estimated useful life or life of lease |
Office equipment [Member] | ||
Estimated useful lives | 10 years | 10 years |
ACCOUNTING POLICIES AND ESTIM_6
ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Percentage of ownership interest | 99.90% | |||
Number of reportable segment | Segment | 1 | |||
Plant and equipment costs | $ 1,000 | $ 1,000 | ||
Amortized period of intangible assets | 5 years | |||
Right of use asset | 62,290 | 62,290 | ||
Operating lease liability | $ (32,996) | |||
Adoption of accounting standards, description | The adoption of the new standard resulted in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019 of MXN Pesos 639,400 ($32,996) utilizing an incremental borrowing rate of 10.65% and the subsequent amortization of the asset and the lease liability. | |||
Impairment charge | $ 0 | $ 1,019,960 | ||
Mexico, Pesos [Member] | ||||
Right of use asset | $ 639,400 | |||
Minimum [Member] | ||||
Plant and equipment costs | $ 1,000 | |||
Cost Method Investments [Member] | ||||
Reverse stock split, description | The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income. | 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. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Going Concern (Textual) | |||
Accumulated deficit | $ (22,185,031) | $ (18,455,925) | $ (26,267,538) |
Profit on disposal of subsidiaries | $ (971,903) |
PROFIT ON DISPOSAL OF SUBSIDI_3
PROFIT ON DISPOSAL OF SUBSIDIARIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Proceeds on disposal | ||
Shares in Vivi Holdings, Inc. | $ 1,120,836 | |
Promissory note from Qpagos Corporation | 130,000 | |
Kiosks to be transferred to Innovative Payment Solutions | 50,000 | |
Gross proceeds | 1,300,836 | |
Vivi Holdings, Inc. shares distributed as deal related fees | (100,875) | |
Deal related expenses | (28,328) | |
Net proceeds | 1,171,633 | |
Assets disposed of: | ||
Cash | 59,551 | |
Inventory | 150,117 | |
Accounts receivable | 10,863 | |
Recoverable IVA and tax credits | 170,981 | |
Other current assets | 186,093 | |
Intangible assets | 39,417 | |
Plant and equipment | 178,778 | |
Other non-current assets | 12,849 | |
Total | 808,649 | |
Liabilities assumed by purchaser | ||
Accounts payable and other payables | (355,652) | |
Notes payable | (43,000) | |
IVA and other taxes payable | (14,923) | |
Advances from customers | (195,344) | |
Net | (608,919) | |
Net assets sold | 199,730 | |
Net profit realized on disposal | $ (971,903) |
PROFIT ON DISPOSAL OF SUBSIDI_4
PROFIT ON DISPOSAL OF SUBSIDIARIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Ownership interest percentage | 99.90% | |
Common stock of outstanding percentage | 100.00% | |
Number of common stock issued | 2,047,500 | |
Promissory note from Qpagos Corporation | $ 130,000 | |
Consideration for Acquisition | $ 2,250,000 | |
GlobalConsultingAlliance [Member] | ||
Number of common stock issued | 2,047,500 | |
Andrey Novikov [Member] | ||
Number of common stock issued | 56,250 | |
Joseph Abrams [Member] | ||
Number of common stock issued | 33,750 | |
Gaston Pereira [Member] | ||
Number of common stock issued | 112,500 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Accounts receivable | $ 10,863 | |
Inventory | 150,117 | |
Other current assets | 186,093 | |
Non-current assets | ||
Assets held for sale | 808,649 | |
Current liabilities | ||
Accounts payable | 355,652 | |
ICA and other taxes payable | (14,923) | |
Advances from clients | $ (195,344) | |
Liabilities held for sale | $ 180,014 | |
Discontinued Operations [Member] | ||
Current Assets | ||
Accounts receivable | 60,523 | |
Inventory | 330,632 | |
Recoverable IVA taxes and credits | 98,493 | |
Other current assets | 169,564 | |
Total current assets | 659,212 | |
Non-current assets | ||
Plant and equipment, net | 228,103 | |
Intangibles, net | 82,417 | |
Investment | 3,000 | |
Other assets | 10,373 | |
Total non-current assets | 323,893 | |
Assets held for sale | 983,105 | |
Current liabilities | ||
Accounts payable | 40,136 | |
ICA and other taxes payable | 18,969 | |
Advances from clients | 120,909 | |
Liabilities held for sale | $ 180,014 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||||
Net Revenue | $ 3,480,878 | $ 7,550,475 | $ 11,480,637 | $ 7,936,273 | ||
Cost of Goods Sold | 3,767,192 | 7,748,178 | 11,525,223 | 7,867,557 | ||
Gross profit | (286,314) | (197,703) | (44,586) | 68,716 | ||
General and administrative | 278,960 | 832,623 | 953,491 | 1,513,807 | ||
Depreciation and amortization and impairment costs | 11,276 | 33,885 | 45,360 | 65,455 | ||
Total Expense | 290,236 | 866,508 | 998,851 | 1,579,262 | ||
Loss from Operations | (576,550) | (1,064,211) | (1,043,437) | (1,510,546) | ||
Other income (expense) | (866) | 1,007 | 6,648 | 5,934 | ||
Foreign currency loss | (15,436) | (21,412) | 383,542 | 107,440 | ||
Loss before taxation | (592,852) | (1,084,616) | (653,247) | (1,397,172) | ||
Taxation | ||||||
Loss from discontinued operations, net of taxation | $ (592,852) | $ (1,084,616) |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Discontinued Operations (Textual) | ||
Discontinued operations, description | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation to Vivi. The operations of Qpagos Corporation and its two Mexican entities. | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp to Vivi. The operations of Qpagos Corp and its two Mexican entities; QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, which represent substantially all of its assets, are reported as discontinued operations. |
INVESTMENT (Details)
INVESTMENT (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Investments, All Other Investments [Abstract] | ||
Investment in Vivi Holdings, Inc. | $ 1,019,961 | $ 1,019,961 |
Impairment provision | (1,019,960) | |
Total | $ 1 | $ 1,019,961 |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Investment (Textual) | |||
Investment retained shares | 2,250,000 | ||
Impairment charge | $ 0 | $ 1,019,960 | |
Number of common stock issued | 2,047,500 | ||
Investment, description | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corporation, together with its 99.9% ownership interest of Qpagos Mexico and Redpag, to Vivi. | Effective December 31, 2019, the Company sold 100% of the outstanding common stock of its subsidiary, Qpagos Corp, together with its 99.9% ownership interest of Qpagos Corporations’ two Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V, to Vivi. | |
Ownership interest percentage | 99.90% | ||
Common stock of outstanding percentage | 100.00% | ||
Vivi Holdings, Inc [Member] | |||
Investment (Textual) | |||
Number of common stock issued | 2,250,000 | ||
Andrey Novikov[Member] | |||
Investment (Textual) | |||
Number of common stock issued | 56,250 | ||
Joseph W [Member] | |||
Investment (Textual) | |||
Number of common stock issued | 33,750 | ||
Mr. Gaston Pereira [Member] | |||
Investment (Textual) | |||
Number of common stock issued | 112,500 |
LEASES (Details)
LEASES (Details) | Sep. 30, 2020USD ($) |
Non-current assets | |
Right of use assets, operating leases, net of amortization | $ 62,290 |
LEASES (Details 1)
LEASES (Details 1) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 29,588 |
LEASES (Details 2)
LEASES (Details 2) | Sep. 30, 2020USD ($) |
Total instalments due: | |
2020 | $ 11,835 |
2021 | 47,340 |
2022 | 7,890 |
Total | 67,065 |
Imputed interest | (4,775) |
Total operating lease liability | 62,290 |
Disclosed as: | |
Current portion | 43,049 |
Non-current portion | 19,241 |
Total operating lease liability | $ 62,290 |
LEASES (Details 3)
LEASES (Details 3) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ (29,588) |
Remaining lease term - operating lease | 17 months |
Discount rate - operating lease | 10.00% |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases (Textual) | |
Operating lease expire term | The lease commenced on February 15, 2020 and expires on February 28, 2022, monthly. |
Rental expense | $ 3,945 |
Right of use asset | 62,290 |
Operating lease liability | $ 43,049 |
LG Capital Funding LLC [Member] | |
Leases (Textual) | |
Operating lease expire term | The Company used the 5 year ARM interest rate at the time of entering into the agreement and compared that rate to the Company's weighted average cost of funding at the time of entering into the operating lease. The Company determined that 10.00% was an appropriate incremental borrowing rate to apply to its real-estate operating lease. |
Right of use asset | $ 86,741 |
Operating lease liability | $ 86,741 |
FEDERAL RELIEF LOANS (Details)
FEDERAL RELIEF LOANS (Details) - USD ($) | Jul. 07, 2020 | May 07, 2020 |
Federal Relief Loan [Abstract] | ||
Payroll protection program loan, description | the Company received a Payroll Protection Program ("PPP") loan through its bankers, Wells Fargo Bank, amounting to $60,292 earning interest at 1% per annum, maturing on May 5, 2022 and repayable in installments of $2,538 commencing on November 5, 2020. The Company may apply for the loan to be forgiven in whole or in part based on the loan being utilized for payroll costs, continuation of healthcare benefits, mortgage interest payments, rent, utility and interest payments on any other debt obligation. The Company anticipates that the loan will be forgivable. | |
Loan amount | $ 150,000 | |
Maturity date | Jul. 7, 2050 | |
Repayments of installment | $ 731 | |
Bearing interest | 3.75% |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes payable | $ 23,403 | $ 61,631 | |
Stanislav Minaychenko [Member] | |||
Notes payable | $ 23,930 | ||
Interest rate | 4.00% | ||
Maturity date | Jun. 16, 2020 | ||
Maxim Pukhoskiy [Member] | |||
Notes payable | $ 17,683 | ||
Interest rate | 4.00% | ||
Maturity date | Jun. 16, 2020 | ||
Wakatec OU [Member] | |||
Notes payable | |||
Interest rate | 4.00% | ||
Maturity date | Dec. 21, 2020 | ||
Alexander Motorin [Member] | |||
Notes payable | $ 20,018 | ||
Interest rate | 4.00% | ||
Maturity date | Dec. 23, 2020 | ||
GlobalConsultingAlliance [Member] | |||
Notes payable | |||
Interest rate | 8.00% | ||
Maturity date | Dec. 9, 2020 | ||
Viktoria Akhmetova [Member] | |||
Notes payable | 56,044 | ||
Interest rate | 15.00% | ||
Maturity date | Jan. 11, 2020 | ||
BOBA Management Corporation [Member] | |||
Notes payable | |||
Interest rate | 10.00% | ||
Maturity date | Dec. 26, 2020 | ||
Boba Management Corporation 1 [Member] | |||
Notes payable | |||
Interest rate | 10.00% | ||
Maturity date | Feb. 22, 2020 | ||
Boba Management Corporation 2 [Member] | |||
Notes payable | |||
Interest rate | 10.00% | ||
Maturity date | Mar. 1, 2020 | ||
Boba Management Corporation 3 [Member] | |||
Notes payable | |||
Interest rate | 10.00% | ||
Maturity date | Mar. 26, 2020 | ||
Boba Management Corporation 4 [Member] | |||
Notes payable | |||
Interest rate | |||
Maturity date | Apr. 12, 2020 | ||
Boba Management Corporation 5 [Member] | |||
Notes payable | |||
Interest rate | |||
Maturity date | May 7, 2020 | ||
Boba Management Corporation 6 [Member] | |||
Notes payable | |||
Interest rate | |||
Maturity date | May 13, 2020 | ||
Boba Management Corporation 7 [Member] | |||
Notes payable | |||
Interest rate | |||
Maturity date | May 20, 2020 | ||
Boba Management Corporation 8 [Member] | |||
Notes payable | |||
Interest rate | |||
Maturity date | May 23, 2020 | ||
Global Business Partnership AG [Member] | |||
Notes payable | |||
Interest rate | 10.00% | ||
Maturity date | Jan. 14, 2020 | ||
Stanislav Minaychenko [Member] | |||
Notes payable | $ 14,390 | $ 23,930 | |
Interest rate | 4.00% | ||
Maturity date | Sep. 16, 2020 | ||
Maxim Pukhoskiy [Member] | |||
Notes payable | $ 7,963 | 17,683 | |
Interest rate | 4.00% | ||
Maturity date | Jun. 16, 2020 | ||
Alexander Motorin [Member] | |||
Notes payable | 20,018 | ||
Interest rate | 4.00% | ||
Maturity date | Dec. 23, 2020 | ||
Dieter Busenhart [Member] | |||
Notes payable | $ 1,050 | ||
Interest rate | 10.00% | ||
Maturity date | Jan. 17, 2021 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Jul. 17, 2020 | Jan. 07, 2020 | Nov. 19, 2019 | Nov. 14, 2019 | Oct. 16, 2019 | Sep. 26, 2019 | Jul. 15, 2019 | Mar. 26, 2019 | Mar. 01, 2019 | Feb. 22, 2019 | Apr. 17, 2018 | Dec. 23, 2019 | Dec. 21, 2019 | Dec. 17, 2019 | Dec. 11, 2019 | Dec. 09, 2019 | Jul. 30, 2019 | May 23, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 16, 2020 | Dec. 31, 2019 | May 20, 2019 | May 13, 2019 | May 07, 2019 | Apr. 12, 2019 |
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 23,403 | $ 23,403 | $ 61,631 | |||||||||||||||||||||||||
Interest expense | 767 | $ 1,328 | 1,148 | $ 6,803 | ||||||||||||||||||||||||
Dieter Busenhart [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 1,050 | |||||||||||||||||||||||||||
Repayment of notes payable | $ 49,500 | |||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Maturity date | Jan. 17, 2021 | |||||||||||||||||||||||||||
Principal outstanding | $ 50,000 | |||||||||||||||||||||||||||
Net proceeds | $ 50,000 | |||||||||||||||||||||||||||
Stanislav Minaychenko [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 23,893 | 14,390 | 14,390 | 23,930 | ||||||||||||||||||||||||
Repayment of notes payable | 10,000 | 10,000 | ||||||||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||||||||
Maturity date | Jun. 16, 2020 | |||||||||||||||||||||||||||
Promissory note service agreement date | Sep. 1, 2015 | |||||||||||||||||||||||||||
Maxim Pukhoskiy [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 17,856 | 7,963 | 7,963 | 17,683 | ||||||||||||||||||||||||
Repayment of notes payable | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||||||||
Maturity date | Jun. 16, 2020 | |||||||||||||||||||||||||||
Promissory note service agreement date | May 1, 2015 | |||||||||||||||||||||||||||
Alexander Motorin [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 20,000 | |||||||||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||||||||
Maturity date | Dec. 23, 2020 | |||||||||||||||||||||||||||
Accrued interest | $ 33 | |||||||||||||||||||||||||||
Debt exchange agreement, description | The Company entered into a debt exchange agreement whereby the aggregate principal sum of $20,000 plus accrued interest of $33 was exchanged for 1,001,644 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $20,033. | |||||||||||||||||||||||||||
Global Business Partnership AG [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 24,980 | $ 24,980 | ||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Interest expense | $ 198 | |||||||||||||||||||||||||||
Maturity date | Jan. 14, 2020 | |||||||||||||||||||||||||||
Number of shares converted | 1,398,803 | |||||||||||||||||||||||||||
Viktoria Akhmetova [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 50,000 | |||||||||||||||||||||||||||
Description of loans payable terms | On September 13, 2018, the maturity date of the note was extended to January 11, 2019. On March 19, 2019, the note was extended to January 11, 2020, and the interest rate changed to 15% per annum. | |||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||
Maturity date | Sep. 13, 2018 | |||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.0063 | |||||||||||||||||||||||||||
Description of stock split | The balance of the note as of July 30, 2019, plus accrued interest thereon was $60,425 and was converted into 974,592 post reverse split shares of common stock on November 18, 2019. | |||||||||||||||||||||||||||
Reverse stock split exchange price | Shares of common stock at an exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. | |||||||||||||||||||||||||||
BOBA Management Corporation [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 20,000 | |||||||||||||||||||||||||||
Description of loans payable terms | The Company had the right to prepay the note without penalty prior to maturity date. | |||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Maturity date | Feb. 22, 2020 | |||||||||||||||||||||||||||
Description of stock split | The balance of the note as of July 30, 2019, plus accrued interest thereon was $20,866 and was converted into 336,545 post reverse split shares of common stock on November 18, 2019. | |||||||||||||||||||||||||||
Reverse stock split exchange price | Shares of common stock at an exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. | |||||||||||||||||||||||||||
BOBA Management Corporation [Member] | Debt Exchange Agreements [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.0063 | |||||||||||||||||||||||||||
Boba Management Corporation 1 [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 20,000 | |||||||||||||||||||||||||||
Description of loans payable terms | The Company had the right to prepay the note without penalty prior to maturity date. | |||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Maturity date | Mar. 1, 2020 | |||||||||||||||||||||||||||
Description of stock split | The balance of the note as of July 30, 2019, plus accrued interest thereon was $20,827 and was converted into 335,926 post reverse split shares of common stock on November 18, 2019. | |||||||||||||||||||||||||||
Reverse stock split exchange price | Shares of common stock at an exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. | |||||||||||||||||||||||||||
Boba Management Corporation 1 [Member] | Debt Exchange Agreements [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | 0.0063 | |||||||||||||||||||||||||||
Boba Management Corporation 2 [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 20,000 | |||||||||||||||||||||||||||
Description of loans payable terms | The Company had the right to prepay the note without penalty prior to maturity date. | |||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Maturity date | Mar. 26, 2020 | |||||||||||||||||||||||||||
Description of stock split | The balance of the note as of July 30, 2019, plus accrued interest thereon was $20,690 and was converted into 333,717 post reverse split shares of common stock on November 18, 2019. | |||||||||||||||||||||||||||
Reverse stock split exchange price | Shares of common stock at an exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. | |||||||||||||||||||||||||||
Accrued interest | 20,690 | 20,690 | ||||||||||||||||||||||||||
Boba Management Corporation 2 [Member] | Debt Exchange Agreements [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.0063 | |||||||||||||||||||||||||||
BOBA Management Corporation 3 [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 34,955 | |||||||||||||||||||||||||||
Description of loans payable terms | In terms of a debt exchange agreement entered into, Boba Management exchanged principal in the aggregate of $34,955 and interest thereon of $469 into 1,968,014 shares of common stock at a conversion price of $0.04 per share, thereby extinguishing the debt and realizing a loss on exchange of $37,392. | The Company had the right to prepay the note without penalty prior to maturity date. | ||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Maturity date | Dec. 26, 2019 | |||||||||||||||||||||||||||
Description of stock split | The balance of the note plus accrued interest at September 30, 2019 was $34,994. | |||||||||||||||||||||||||||
Accrued interest | $ 34,994 | $ 34,994 | ||||||||||||||||||||||||||
BOBA Management Corporation 4 [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 5,000 | $ 15,000 | $ 15,000 | $ 10,000 | $ 20,000 | |||||||||||||||||||||||
BOBA Management Corporation 4 [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 65,000 | |||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||||
Description of stock split | Company during the period April 12 to May 23, 2019, was converted into 6,500,000 pre reverse split (650,000 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.01 per share. | |||||||||||||||||||||||||||
Number of shares converted | 6,500,000 | |||||||||||||||||||||||||||
Wakatec OU [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 93,000 | |||||||||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||||||||
Maturity date | Dec. 21, 2020 | |||||||||||||||||||||||||||
Vladimir Skigin [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | 30,000 | |||||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||||
Viv Holdings, Inc [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 43,000 | $ 20,018 | ||||||||||||||||||||||||||
Andrey Novikov [Member] | ||||||||||||||||||||||||||||
Loans Payable (Textual) | ||||||||||||||||||||||||||||
Notes payable | $ 131,906 | |||||||||||||||||||||||||||
Description of loans payable terms | Mr. Novikov entered into two debt purchase agreements, whereby he disposed of the promissory note as follows; (i) a portion of the note in the principal amount of $65,953 was sold and assigned to Strategic IR and; (ii) a portion of the note in the principal amount of $65,953 was sold and assigned to Vladimir Skigin, thereby extinguishing the liability owing to Mr. Novikov. | |||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Maturity date | Dec. 9, 2020 | |||||||||||||||||||||||||||
Promissory note service agreement date | Sep. 1, 2015 | |||||||||||||||||||||||||||
Principal outstanding | $ 156,206 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Aug. 05, 2020 | Aug. 03, 2020 | Jul. 03, 2020 | Sep. 24, 2020 | Sep. 16, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 20, 2020 | Dec. 30, 2018 |
Accrued interest | $ 11,643 | |||||||||
Unamortized debt discount | $ (930,671) | $ (371,387) | $ (777,242) | |||||||
Viktoria Akhmetova [Member] | ||||||||||
Maturity date | Jan. 11, 2020 | |||||||||
8% Convertible Notes Payable Due August 31, 2019 [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Aug. 31, 2019 | |||||||||
Principal | $ 27,500 | |||||||||
Accrued interest | 3,303 | |||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | $ 30,803 | 9,927 | ||||||||
8% Convertible Notes Payable Due October 16, 2019 [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Oct. 16, 2019 | |||||||||
Principal | $ 27,500 | |||||||||
Accrued interest | 2,887 | |||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 30,387 | 6,184 | ||||||||
Convertible Notes Payable [Member] | ||||||||||
Principal | 1,505,000 | 58,732 | 67,101 | |||||||
Accrued interest | 23,081 | 59,249 | ||||||||
Unamortized debt discount | (930,671) | (141,591) | (544,819) | |||||||
Convertible notes payable | $ 597,410 | $ 359,362 | 790,093 | |||||||
15% Convertible Notes Payable Due December 8, 2019 [Member] | Viktoria Akhmetova [Member] | ||||||||||
Interest rate | 15.00% | |||||||||
Maturity date | Dec. 8, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 24,573 | |||||||||
15% Convertible Notes Payable Due December 10, 2019 [Member] | Joseph W and Patricia G Abrams [Member] | ||||||||||
Interest rate | 15.00% | |||||||||
Maturity date | Dec. 10, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 31,964 | |||||||||
15% Convertible Notes Payable Due January 27, 2020 [Member] | Joseph W and Patricia G Abrams [Member] | ||||||||||
Interest rate | 15.00% | |||||||||
Maturity date | Jan. 27, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 4,496 | |||||||||
15% Convertible Notes Payable Due December 24, 2019 [Member] | Roman Shefer [Member] | ||||||||||
Interest rate | 15.00% | |||||||||
Maturity date | Dec. 24, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 12,121 | |||||||||
8% Convertible Notes Payable Due May 14, 2019 [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | May 14, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 18,796 | |||||||||
8% Convertible Notes Payable Due June 12, 2019 [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Jun. 12, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 16,437 | |||||||||
8% Convertible Notes Payable Due July 26, 2019 [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Jul. 26, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 12,856 | |||||||||
Power Up Lending Group [Member] | ||||||||||
Unamortized debt discount | $ (61,623) | |||||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due November 12, 2020 [Member] | ||||||||||
Interest rate | 12.00% | 12.00% | ||||||||
Maturity date | Nov. 12, 2020 | Nov. 12, 2020 | ||||||||
Principal | $ 93,000 | |||||||||
Accrued interest | 1,223 | |||||||||
Unamortized debt discount | (82,580) | |||||||||
Convertible notes payable | $ 11,643 | |||||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due December 23, 2020 [Member] | ||||||||||
Interest rate | 12.00% | 12.00% | ||||||||
Maturity date | Dec. 23, 2020 | Dec. 23, 2020 | ||||||||
Principal | $ 63,000 | |||||||||
Accrued interest | 166 | |||||||||
Unamortized debt discount | (61,623) | |||||||||
Convertible notes payable | 1,543 | |||||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due January 22, 2021 [Member] | ||||||||||
Interest rate | 12.00% | |||||||||
Maturity date | Jan. 22, 2021 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Power Up Lending Group [Member] | 12% Convertible Notes Payable Due July 13, 2021 [Member] | ||||||||||
Interest rate | 12.00% | |||||||||
Maturity date | Jul. 13, 2021 | |||||||||
Principal | $ 63,000 | |||||||||
Accrued interest | 1,636 | |||||||||
Unamortized debt discount | (49,364) | |||||||||
Convertible notes payable | $ 15,272 | |||||||||
Power Up Lending Group [Member] | 8% Convertible Notes Payable Due April 30, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Apr. 30, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 38,645 | |||||||||
Power Up Lending Group [Member] | 8% Convertible Notes Payable Due September 15, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Sep. 15, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 11,869 | |||||||||
GS Capital Partners, LLC [Member] | ||||||||||
Principal | $ 35,000 | |||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||||
Interest rate | 8.00% | 8.00% | ||||||||
Maturity date | Aug. 14, 2019 | Aug. 14, 2019 | ||||||||
Principal | $ 100,000 | |||||||||
Accrued interest | 17,557 | |||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | $ 27,557 | 61,693 | ||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||||
Interest rate | 8.00% | 8.00% | ||||||||
Maturity date | Aug. 14, 2019 | Aug. 14, 2019 | ||||||||
Principal | $ 150,000 | |||||||||
Accrued interest | 24,789 | |||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | $ 174,789 | 53,056 | ||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due February 4, 2020 [Member] | ||||||||||
Interest rate | 8.00% | 8.00% | ||||||||
Maturity date | Feb. 4, 2020 | Feb. 4, 2020 | ||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | $ 49,243 | |||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due May 11, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | May 11, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 41,543 | |||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due September 19, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Sep. 19, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 14,557 | |||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due September 19, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Sep. 19, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 10,134 | |||||||||
GS Capital Partners, LLC [Member] | 8% Convertible Notes Payable Due February 4, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Feb. 4, 2020 | |||||||||
Principal | $ 48,000 | |||||||||
Accrued interest | 6,228 | |||||||||
Unamortized debt discount | (4,985) | |||||||||
Convertible notes payable | 49,243 | |||||||||
Crown Bridge Partners, LLC [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Aug. 31, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 30,803 | |||||||||
Crown Bridge Partners, LLC [Member] | 8% Convertible Notes Payable Due October 16, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Oct. 16, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | $ 30,387 | |||||||||
Odyssey Funding LLC [Member] | 10% Convertible Notes Payable Due November 15, 2020 [Member] | ||||||||||
Interest rate | 10.00% | 10.00% | ||||||||
Maturity date | Nov. 15, 2020 | Nov. 15, 2020 | ||||||||
Principal | $ 200,000 | |||||||||
Accrued interest | 2,521 | |||||||||
Unamortized debt discount | (174,863) | |||||||||
Convertible notes payable | 27,658 | |||||||||
Odyssey Funding LLC [Member] | 10% Convertible Notes Payable Due January 13, 2020 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Jan. 13, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Black Ice Advisors, LLC [Member] | 10% Convertible Notes Payable Due November 25, 2020 [Member] | ||||||||||
Interest rate | 10.00% | 10.00% | ||||||||
Maturity date | Nov. 25, 2020 | Nov. 25, 2020 | ||||||||
Principal | $ 52,500 | |||||||||
Accrued interest | 575 | |||||||||
Unamortized debt discount | (47,336) | |||||||||
Convertible notes payable | 5,739 | |||||||||
Adar Alef, LLC [Member] | 12% Convertible Notes Payable Due February 5, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Feb. 5, 2021 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
LG Capital Funding LLC [Member] | 12% Convertible Notes Payable Due February 24, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Feb. 24, 2021 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Calvary Fund I LP [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Jun. 30, 2021 | Sep. 24, 2021 | ||||||||
Calvary Fund I LP [Member] | 12% Convertible Notes Payable Due June 30, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Jun. 30, 2021 | |||||||||
Principal | $ 300,000 | |||||||||
Accrued interest | 7,479 | |||||||||
Unamortized debt discount | (202,193) | |||||||||
Convertible notes payable | $ 105,286 | |||||||||
Calvary Fund I LP [Member] | 12% Convertible Notes Payable Due July 31, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Jul. 31, 2021 | |||||||||
Principal | $ 300,000 | |||||||||
Accrued interest | 5,014 | |||||||||
Unamortized debt discount | (126,476) | |||||||||
Convertible notes payable | $ 178,538 | |||||||||
Calvary Fund I LP [Member] | 10% Convertible Notes Payable Due September 24, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Sep. 24, 2021 | |||||||||
Principal | $ 114,000 | |||||||||
Accrued interest | 187 | |||||||||
Unamortized debt discount | (112,126) | |||||||||
Convertible notes payable | $ 2,061 | |||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Aug. 3, 2021 | |||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | 10% Convertible Notes Payable Due August 3, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Aug. 3, 2021 | |||||||||
Principal | $ 400,000 | |||||||||
Accrued interest | 6,356 | |||||||||
Unamortized debt discount | (168,885) | |||||||||
Convertible notes payable | $ 237,471 | |||||||||
Pinz Capital Special Opportunities Fund LP [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Aug. 5, 2021 | |||||||||
Pinz Capital Special Opportunities Fund LP [Member] | 10% Convertible Notes Payable Due August 5, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Aug. 5, 2021 | |||||||||
Principal | $ 100,000 | |||||||||
Accrued interest | 1,534 | |||||||||
Unamortized debt discount | (52,372) | |||||||||
Convertible notes payable | $ 49,162 | |||||||||
Iroquois Master Fund Ltd.[Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Sep. 16, 2021 | |||||||||
Iroquois Master Fund Ltd.[Member] | 10% Convertible Notes Payable DueSeptember 16, 2021 [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Sep. 16, 2021 | |||||||||
Principal | $ 228,000 | |||||||||
Accrued interest | 875 | |||||||||
Unamortized debt discount | (219,255) | |||||||||
Convertible notes payable | $ 9,620 | |||||||||
Labrys fund, LP [Member] | ||||||||||
Maturity date | Feb. 28, 2019 | |||||||||
Labrys fund, LP [Member] | 8% Convertible Notes Payable Due December, 22 2018 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Dec. 22, 2018 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | $ 129,758 | |||||||||
Labrys fund, LP [Member] | 8% Convertible Notes Payable Due April 25, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Apr. 25, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 126,826 | |||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due July 26, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Jul. 26, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 46,751 | |||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due October 8, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Oct. 8, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 24,855 | |||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due Mar. 29, 2020 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Mar. 29, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Alex Pereira [Member] | 8% Convertible Notes Payable Due November 11, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Nov. 11, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 3,189 | |||||||||
Delinvest Commercial LTD [Member] | 15% Convertible Notes Payable Due December 16, 2019 [Member] | ||||||||||
Interest rate | 15.00% | |||||||||
Maturity date | Dec. 16, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 24,307 | |||||||||
Delinvest Commercial LTD [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||||
Interest rate | 15.00% | |||||||||
Principal | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | 65,556 | |||||||||
Delinvest Commercial LTD [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||||
Maturity date | Dec. 26, 2019 | |||||||||
Accrued interest | ||||||||||
BOBA Management Corporation [Member] | 8% Convertible Notes Payable Due January 23, 2020 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Jan. 23, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
BOBA Management Corporation [Member] | 8% Convertible Notes Payable Due October 8, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Oct. 8, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
BOBA Management Corporation [Member] | 8% Convertible Notes Payable Due July 16, 2020 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Jul. 16, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Global Consulting Alliance [Member] | 8% Convertible Notes Payable Due September 15, 2019 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Sep. 15, 2019 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Global Consulting Alliance [Member] | 8% Convertible Notes Payable Due May 24, 2020 [Member] | ||||||||||
Interest rate | 8.00% | |||||||||
Maturity date | May 24, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Dieter Busenhart [Member] | ||||||||||
Maturity date | Jan. 17, 2021 | |||||||||
Dieter Busenhart [Member] | 6% Convertible Notes Payable Due November 12, 2020 [Member] | ||||||||||
Interest rate | 6.00% | |||||||||
Maturity date | Nov. 12, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable | ||||||||||
Dieter Busenhart [Member] | 6% Convertible Notes Payable Due November 18, 2020 [Member] | ||||||||||
Interest rate | 6.00% | |||||||||
Maturity date | Nov. 18, 2020 | |||||||||
Principal | ||||||||||
Accrued interest | ||||||||||
Unamortized debt discount | ||||||||||
Convertible notes payable |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Aug. 31, 2020USD ($) | Aug. 25, 2020USD ($) | Aug. 10, 2020USD ($) | Aug. 05, 2020USD ($)$ / sharesshares | Aug. 05, 2020USD ($)$ / sharesshares | Aug. 03, 2020USD ($)$ / sharesshares | Aug. 03, 2020USD ($)$ / sharesshares | Jul. 20, 2020USD ($)$ / sharesshares | Jul. 20, 2020USD ($)$ / sharesshares | Jul. 17, 2020USD ($) | Jul. 15, 2020USD ($) | Jul. 13, 2020 | Jul. 09, 2020USD ($) | Jul. 08, 2020USD ($) | Jul. 03, 2020USD ($)$ / shares | Jun. 16, 2020 | Jun. 08, 2020 | Jan. 14, 2020USD ($) | Dec. 23, 2019USD ($) | Dec. 19, 2019USD ($) | Nov. 21, 2019USD ($) | Nov. 15, 2019USD ($) | Oct. 21, 2019USD ($) | Oct. 03, 2019 | Sep. 11, 2019USD ($) | Jul. 30, 2019$ / shares | Jul. 17, 2019USD ($) | Jun. 11, 2019USD ($) | May 25, 2019USD ($) | May 15, 2019 | May 06, 2019USD ($) | Mar. 29, 2019USD ($) | Mar. 04, 2019USD ($) | Feb. 04, 2019USD ($) | Feb. 04, 2019USD ($) | Jan. 23, 2019USD ($) | Nov. 21, 2018USD ($) | Oct. 25, 2018USD ($)shares | Oct. 16, 2018USD ($) | Oct. 08, 2018USD ($) | Sep. 21, 2018USD ($) | Sep. 19, 2018USD ($) | Sep. 11, 2018USD ($) | Aug. 31, 2018USD ($) | Aug. 14, 2018USD ($) | Jul. 26, 2018USD ($) | Jul. 20, 2018USD ($) | Jun. 22, 2018USD ($) | May 11, 2018USD ($) | Jun. 29, 2017USD ($)$ / shares | Jun. 19, 2017USD ($)$ / shares | Jun. 11, 2017USD ($)$ / shares | Sep. 24, 2020USD ($)$ / sharesshares | Sep. 16, 2020USD ($)$ / sharesshares | Jun. 22, 2020 | Mar. 11, 2020 | Feb. 24, 2020USD ($) | Feb. 05, 2020USD ($) | Jan. 28, 2020 | Jan. 22, 2020USD ($) | Jan. 13, 2020USD ($) | Dec. 30, 2019USD ($) | Dec. 19, 2019USD ($) | Nov. 25, 2019USD ($) | Nov. 18, 2019shares | Nov. 15, 2019USD ($) | Oct. 31, 2019 | Aug. 31, 2019 | Jul. 31, 2019USD ($) | Jul. 30, 2019$ / shares | Jul. 16, 2019USD ($) | Apr. 25, 2019 | Jun. 03, 2019USD ($)$ / sharesshares | Mar. 11, 2019USD ($)$ / shares | Feb. 13, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 17, 2019shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Sep. 09, 2020USD ($)shares | Aug. 14, 2019 |
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 241,652 | $ 324,953 | $ 324,953 | $ 158,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of the beneficial conversion feature | 1,144,484 | 33,327 | 1,471,234 | 1,027,684 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 15,272 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | 597,410 | 597,410 | $ 359,362 | $ 790,093 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 104,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 49,364 | 49,364 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortized of debt discount | 428,282 | $ 487,606 | 801,460 | 1,500,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | (433,610) | $ (1,037,822) | (2,838,599) | (3,738,307) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal and interest outstanding | $ 24,032 | $ 59,580 | $ 59,580 | $ 59,580 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of interest on note | The note was in default and accrued interest at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. | The note was in default and interest accrued at the default interest rate of 12% per annum and the note holder may require the Company to pay a penalty of 50% of the value of the note outstanding, including default interest. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 930,671 | 930,671 | $ 371,387 | $ 777,242 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 17,641,713 | 99,106,803 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gibbs International Holdings [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The balance of the note as of July 30, 2019, plus accrued interest thereon was $68,350 and were exchanged for 1,102,412 post reverse split shares on November 18, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 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 $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Viktoria Akhmetova [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 11, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12% Convertible Notes Due on December 26, 2017 [Member] | Delinvest Commercial LTD [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company exchanged a Delinvest note with a principal amount of $50,000, together with accrued interest thereon of $4,123, totaling $54,123, for a convertible note, principal amount of $54,123, bearing interest at 12% per annum and matured on December 26, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 26, 2018 and the interest rate was increased to 15% per annum. | The balance of the note as of July 30, 2019, plus accrued interest thereon was $70,249 and were exchanged for 1,133,050 post reverse split shares on November 18, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 26, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 54,123 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | Exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange price (in dollars per share) | $ / shares | $ 0.0063 | 0.0063 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12% Convertible Notes Payable Due December 16, 2017 [Member] | Delinvest Commercial LTD [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The balance of the note as of July 30, 2019, plus accrued interest thereon was $26,041 and was exchanged for 420,018 post reverse split shares on November 18, 2019. | The note bore interest at 12% per annum and matured on December 16, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 16, 2018 and the interest rate was increased to 15% per annum. On February 21, 2019 the maturity date was extended to December 16, 2019, with the interest rate remaining unchanged. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 16, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | Exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.20 | $ 0.20 | 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange price (in dollars per share) | $ / shares | $ 0.0063 | $ 0.0063 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 90,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
15% Convertible Notes Due on December 8, 2019 [Member] | Viktoria Akhmetova [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company exchanged a note issued to Viktoria Akhmetova, with a principal amount of $20,000, together with accrued interest thereon of $164, totaling $20,164, for a convertible note, principal amount of $20,164, bearing interest at 12% per annum and matured on December 8, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 8, 2018 and the interest rate was increased to 15% per annum. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 20,164 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal interest | 59,580 | $ 63,294 | $ 90,447 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 61,623 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due November 12, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 93,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 12, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due December 23, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power up Lending Group Ltd. The note has a maturity date of December 23, 2020 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest three trading prices during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 23, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due January 22, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 43,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 22, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 12% Convertible Notes Payable Due June 22, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received notices of conversion from Power Up Lending Group converting $39,000 of principal into 3,360,149 shares of common stock at an average conversion price of $0.0116. The Company incurred a loss on conversion of $41,096. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 12% Convertible Notes Payable Due June 14, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received notices of conversion from Power Up Lending Group converting $39,000 of principal into 3,360,149 shares of common stock at an average conversion price of $0.0116. The Company incurred a loss on conversion of $41,096. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 10% Convertible Notes Payable Due July 13 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note in the aggregate principal amount of $63,000 to Power Up Lending Group Ltd for net proceeds of $60,000 after certain expenses. The note has a maturity date of July 13, 2021 and a coupon of 12% per annum. The Company may prepay the note with prepayment penalties ranging from 115% to 135%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | 8% Convertible Notes Payable Due April 30, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note without penalty for the first 180 days. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the average of the lowest three trading bid prices during the previous ten trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Convertible Promissory Note Due on September 15, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 83,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 15, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.62 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 10,418 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal interest | $ 150,704 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 35,000 | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note in the aggregate principal amount of $96,000 to GS Capital Partners LLC. The note has a maturity date of February 4, 2020 and a coupon of 8% per annum. The Company may not prepay the note. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.0083 | $ 0.0083 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | shares | 5,466,723 | 5,466,723 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 3,945 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible at any time after the six-month anniversary of the note, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | The Company received a conversion notice from Crown Bridge Partners, converting an aggregate principal amount of $7,586 and fees thereon of $500, at a conversion price of $0.01444 into 560,000 shares of common stock. | The remaining principal balance of $10,000 plus accrued interest thereon of $17,741was converted into 1,132,764 shares of common stock at a conversion price of $0.02449, thereby extinguishing the note. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 24.00% | 8.00% | 24.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 14, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 33,030 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of payment | The Company had the right to prepay the note up to 180 days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | 17,432,265 pre reverse split (1,743,227 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.00309 pre reverse stock split ($0.031 post reverse stock split that was effected in November 2019) per share. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion | $ 56,315 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 48,000 | $ 90,000 | $ 48,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due August 14, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible at any time after the six month anniversary of the note, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 14, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due September 19, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 40,698 | $ 70,698 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 65% 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 19, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | The Company received notices of conversion, converting principal of $40,698 and interest of $1,112 into 4,267,152 pre reverse stock split (426,716 post reverse split that was effected in November 2019) shares of common stock at an average conversion price of $0.0098 pre reverse stock split ($0.098 post reverse stock split that was effected in November 2019) per share. | The Company received notices of conversion from GS Capital Partners, converting $30,000 of capital and $1,983 of interest into 9,936,206 pre reverse stock split (993,621 post reverse stock split that was effected in November 2019) shares of common stock at an average conversion price of $0.00322 pre reverse stock split ($0.032 post reverse split that was effected in November 2019) per share, thereby extinguishing the note. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on conversion | $ 28,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due May 11, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 80,000 | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note, provided it makes a pre-payment penalty as specified in the note. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | May 11, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | An average conversion price of $0.01055 pre reverse stock split ($0.1055 post reverse stock split that was effected in November 2019) per share, into 8,087,331 pre reverse split (808,733 post reverse split that was effected in November 2019) shares of common stock thereby extinguishing the note. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due September 19, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 33,252 | $ 33,252 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 65% of the two lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 19, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 35,417 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | 35,417 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement penalty | $ 14,583 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Convertible Notes Payable Due February 4, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 96,000 | $ 96,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 4, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 48,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GS Capital Partners LLC [Member] | 8% Back-End Convertible Notes Payable Due February 4, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 96,000 | $ 96,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 4, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 99,745 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | 99,745 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement penalty | $ 22,977 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining principal interest | $ 31,587 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty interest rate | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Default interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due October 16, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 16, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty interest rate | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Default interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLC [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding LLC. [Member] | Convertible Promissory Note Due November 12, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note had a maturity date of November 15, 2020 and a coupon of 10% per annum. The Company may prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 15, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 174,864 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding LLC. [Member] | Convertible Promissory Note Due November 15, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 15, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 207,421 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Odyssey Funding LLC. [Member] | Convertible Promissory Note Due January 13, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 13, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 152,349 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Black Ice Advisors, LLC [Member] | Convertible Promissory Note Due November 25, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 52,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received notices of conversion from Black Ice Advisors, LLC converting $37,000 of principal into 1,970,588 shares of common stock at an average conversion price of $0.0188. The Company incurred a loss on conversion of $38,371. | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 25, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 25,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Promissory Note Due February 5, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 105,000 | $ 55,563 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 5, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | shares | 5,556,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Penalty interest | $ 78,765 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding LLC [Member] | Convertible Promissory Note Due February 24, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 78,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 24, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishing note | $ 119,819 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Initial Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Initial Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Initial Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | The Third Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Third Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Third Note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | The second Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the second Note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2021 | Sep. 24, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 105,286 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 202,193 | 202,193 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 246,600 | $ 99,750 | 262,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 300,000 | 114,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 37,500 | $ 14,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 12.50% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | shares | 3,257,143 | 8,571,429 | 8,571,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | $ 246,600 | $ 99,750 | $ 262,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note [Two] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 178,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 126,476 | 126,476 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cavalry Fund LLP [Member] | Convertible Prommisory Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,061 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 112,126 | $ 112,126 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 3, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 237,471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 168,885 | $ 168,885 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | $ 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | shares | 11,428,571 | 11,428,571 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | $ 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pinz Capital Special Opportunities Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 5, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 49,162 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 52,372 | $ 52,372 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 87,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | $ 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | shares | 2,857,143 | 2,857,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | $ 87,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Iroquois Master Fund Ltd.[Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 16, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 9,620 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 219,255 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 199,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note | 228,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 28,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable | shares | 6,514,286 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | $ 199,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BOBA Management Corporation [Member] | Debt Purchaser Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 23, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal payment | $ 92,884 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BOBA Management Corporation [Member] | Convertible Promissory Note Due on October 8, 2019 [Member] | Debt Purchaser Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 12,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 16,862 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | 16,862 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement penalty | $ 6,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due November 12, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 53,485 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt gross proceeds | 53,485 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement penalty | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due April 2, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company may prepay the note at a premium ranging from 120% to 140% of the principal plus accrued interest. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 29, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 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 that was effected in November 2019) shares of common stock at a conversion price of $0.0025 pre reverse split ($0.025 post reverse split that was effected in November 2019) per share. The Company incurred a loss on conversion of $24,996. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due October 8, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note plus interest and any default interest is convertible at any time after the pre-payment date at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the average of the lowest three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 8, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due July 26, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | 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 three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jul. 26, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | An average conversion price of $0.0126 pre reverse stock split ($0.126 post reverse stock split that was effected in November 2019) into 8,304,805 pre reverse split (830,481 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the convertible note. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.0583 | $ 0.0126 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due October 8, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | An average conversion price of $0.0583 pre reverse stock split ($0.583 post reverse stock split that was effected in November 2019), into 14,832,564 pre reverse split (1,483,257 post reverse split that was effected in November 2019) shares of common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee | $ 1,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 14,832,564 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal payment | $ 88,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys fund, LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 28, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys fund, LP [Member] | 8% Convertible Notes Payable Due December 22, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note without penalty for the first 180 days. The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the average of the lowest three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 22, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | An average conversion price of $0.0156 pre reverse stock split ($0.156 post reverse stock split that was effected in November 2019) per share, into 10,070,334 pre reverse split (1,007,034 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the note. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.0156 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys fund, LP [Member] | 8% Convertible Notes Payable Due April 25, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 25, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee | $ 165,254 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 825,718 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | In terms of a debt purchase agreement entered into with Strategic IR, the $300,000 convertible note plus accrued interest thereon of $2,367 was acquired by Strategic IR for gross proceeds of $302,367. | The Company received conversion notices converting the interest outstanding of $11,967 at a conversion price of $0.0006 per share, into 1,869,979 pre reverse split (186,998 post reverse split that was effected in November 2019) shares of common stock. The note was not repaid and not converted prior to the maturity date, therefore the 825,718 pre reverse split (82,572 post reverse split that was effected in November 2019) commitment share valued at $165,254 were expensed and the interest rate on the convertible note increased to 18%, the default interest rate as provided for in the Promissory Note. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Global Consulting Alliance [Member] | Debt Purchaser Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 83,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement penalty | 34,510 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal payment | $ 86,275 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative 1) | Dec. 16, 2019USD ($) | Nov. 25, 2019USD ($) | Nov. 19, 2019 | Nov. 15, 2019USD ($) | Nov. 12, 2019USD ($) | Jul. 30, 2019USD ($)$ / sharesshares | Jul. 24, 2019USD ($)shares | Jul. 16, 2019USD ($) | May 25, 2019USD ($) | May 19, 2019USD ($)$ / shares | Jan. 23, 2019USD ($) | Nov. 05, 2018USD ($) | Oct. 16, 2018USD ($) | Oct. 08, 2018USD ($) | Aug. 31, 2018USD ($) | Jul. 26, 2018USD ($) | Jun. 12, 2018USD ($) | May 14, 2018USD ($) | Apr. 17, 2018 | Jul. 31, 2017USD ($)$ / shares | Jun. 27, 2017USD ($)$ / shares | Jun. 13, 2017USD ($)$ / shares | Nov. 18, 2019shares | Jul. 30, 2019USD ($)$ / sharesshares | May 25, 2019USD ($) | Feb. 12, 2019USD ($)$ / shares | Aug. 07, 2019USD ($)$ / shares | May 24, 2019USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 17, 2019shares | Dec. 31, 2019USD ($) | Oct. 31, 2019 | Jul. 26, 2019 | Dec. 31, 2018USD ($) |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 11,643 | |||||||||||||||||||||||||||||||||
Convertible debt | $ 597,410 | 359,362 | $ 790,093 | |||||||||||||||||||||||||||||||
Unamortized discount | $ 930,671 | 371,387 | 777,242 | |||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 17,641,713 | 99,106,803 | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 589,812 | |||||||||||||||||||||||||||||||||
Interest expense debt | $ 188,159 | |||||||||||||||||||||||||||||||||
Joseph W and Patricia G Abrams [Member] | Debt Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||||||
Description of reverse stock split | The balance of the note as of July 30, 2019, plus accrued interest thereon was $34,239 and was exchanged for 552,250 post reverse split shares of common stock on November 18, 2019. | |||||||||||||||||||||||||||||||||
8% Convertible Notes Payable Due December 10, 2017 [Member] | Joseph W and Patricia G Abrams [Member] | Debt Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of reverse stock split | Exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. | The balance of the note as of July 30, 2019, plus accrued interest thereon was $4,822 and was exchanged for 77,776 post reverse split shares of common stock on November 18, 2019. | ||||||||||||||||||||||||||||||||
8% Convertible Notes Payable Due December 10, 2017 [Member] | Joseph W and Patricia G Abrams [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.20 | |||||||||||||||||||||||||||||||||
Description of conversion terms | The Company exchanged a note issued to Joseph W and Patricia G Abrams ("Abrams") with a principal amount of $25,000, together with accrued interest thereon of $1,247, totaling $26,247, for a convertible note, principal amount of $26,247, bearing interest at 12% per annum and matured on December 10, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 10, 2018 and the interest rate was increased to 15% per annum. | |||||||||||||||||||||||||||||||||
Exchange price (in dollars per share) | $ / shares | $ 0.0063 | |||||||||||||||||||||||||||||||||
Face amount | $ 25,000 | |||||||||||||||||||||||||||||||||
Accrued interest | 1,247 | |||||||||||||||||||||||||||||||||
Convertible debt | $ 26,247 | |||||||||||||||||||||||||||||||||
Increase interest rate | 15.00% | |||||||||||||||||||||||||||||||||
12% Convertible Notes Payable Due January 27, 2018 [Member] | Joseph W and Patricia G Abrams [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Description of conversion terms | The Company issued a Convertible Promissory Note to Abrams in the aggregate principal amount of $3,753. The note had a maturity date of January 27, 2018 and a coupon of 12% per annum. Pursuant to terms of an agreement entered into with the note holder, the maturity date was extended to January 27, 2019 and the interest rate was increased to 15% per annum. | |||||||||||||||||||||||||||||||||
Face amount | $ 3,753 | |||||||||||||||||||||||||||||||||
Increase interest rate | 15.00% | |||||||||||||||||||||||||||||||||
12% Convertible Notes Payable Due December 16, 2017 [Member] | Roman Shefer [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||||||||
Description of conversion terms | The Company entered into a convertible promissory note in the aggregate principal amount of $10,000. The note bore interest at 12% per annum and matured on December 16, 2017. Pursuant to the terms of an agreement entered into with the note holder, the maturity date was extended to December 24, 2018 and the interest rate was increased to 15% per annum. | |||||||||||||||||||||||||||||||||
Exchange price (in dollars per share) | $ / shares | 0.0063 | $ 0.0063 | ||||||||||||||||||||||||||||||||
Face amount | $ 10,000 | |||||||||||||||||||||||||||||||||
Increase interest rate | 15.00% | |||||||||||||||||||||||||||||||||
Description of reverse stock split | Exchange price of $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. | The balance of the note as of July 30, 2019, plus accrued interest thereon was $12,988 and was exchanged for 209,479 post reverse split shares of common stock on November 18, 2019. | ||||||||||||||||||||||||||||||||
8% Convertible Notes Payable Due May 14, 2019 [Member] | Crown Bridge Partners [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.0128 | |||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 27,500 | $ 27,500 | ||||||||||||||||||||||||||||||||
Debt instrument fee | 1,500 | |||||||||||||||||||||||||||||||||
Interest expense debt | $ 1,580 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | an average conversion price of $0.0128 pre reverse split ($0.128 post reverse split that was effected in November 2019), into 2,380,300 pre reverse split (238,030 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the note. | |||||||||||||||||||||||||||||||||
Maturity date | May 14, 2019 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
8% Convertible Notes Payable Due June 12, 2019 [Member] | Crown Bridge Partners [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.0043 | |||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 27,500 | $ 27,500 | ||||||||||||||||||||||||||||||||
Debt instrument fee | 1,500 | |||||||||||||||||||||||||||||||||
Interest expense debt | $ 1,896 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | An average conversion price of $0.0043 pre reverse split ($0.043 post reverse split that was effected in November 2019), into 7,146,260 pre reverse split (714,626 post reverse split that was effected in November 2019) shares of common stock, thereby extinguishing the note. | |||||||||||||||||||||||||||||||||
Maturity date | Jun. 12, 2019 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
Global Consulting Alliance [Member] | Convertible Promissory Note Due September 15, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | 0.00304 | $ 0.00304 | ||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||
Accrued interest | $ 3,275 | |||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 28,823,153 | |||||||||||||||||||||||||||||||||
Debt converted amount | $ 87,565 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | Pre reverse split (2,882,216 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.00304 pre reverse split ($0.0304 post reverse split that was effected in November 2019) per share, thereby extinguishing the note. | |||||||||||||||||||||||||||||||||
Loss on conversion | $ 88,256 | |||||||||||||||||||||||||||||||||
Maturity date | Sep. 15, 2019 | |||||||||||||||||||||||||||||||||
Global Consulting Alliance [Member] | Convertible Promissory Note Due September 15, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 83,000 | $ 83,000 | ||||||||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||
Global Consulting Alliance [Member] | Convertible Promissory Note Due May 24, 2020 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest two trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||
Convertible debt | $ 34,510 | $ 34,510 | ||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 12,158,241 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | Pre reverse split shares (1,215,825 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.00288 pre reverse split ($0.0288 post reverse split that was effected in November 2019) per share., thereby extinguishing the note. | |||||||||||||||||||||||||||||||||
Loss on conversion | $ 35,016 | |||||||||||||||||||||||||||||||||
Maturity date | May 24, 2020 | |||||||||||||||||||||||||||||||||
Post reverse split shares | shares | 1,215,825 | |||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due July 26, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received a notice of conversion from Crown Bridge Partners converting $8,800 of principal, fees thereon of $500 and interest of $2,409 into 1,045,457 shares of common stock at a conversion price of $0.011 per share, thereby extinguishing the note. The Company incurred a loss on conversion of $58,336. | |||||||||||||||||||||||||||||||||
Face amount | $ 8,800 | |||||||||||||||||||||||||||||||||
Accrued interest | $ 2,409 | |||||||||||||||||||||||||||||||||
Penalty interest rate | 50.00% | |||||||||||||||||||||||||||||||||
Default interest rate | 12.00% | |||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due August 31, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 27,500 | |||||||||||||||||||||||||||||||||
Accrued interest | $ 30,803 | |||||||||||||||||||||||||||||||||
Penalty interest rate | 50.00% | |||||||||||||||||||||||||||||||||
Default interest rate | 12.00% | |||||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 15% Convertible Notes Payable Due October 16, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous fifteen (15) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 27,500 | |||||||||||||||||||||||||||||||||
Accrued interest | 30,387 | |||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||
Penalty interest rate | 50.00% | |||||||||||||||||||||||||||||||||
Default interest rate | 12.00% | |||||||||||||||||||||||||||||||||
Maturity date | Oct. 16, 2019 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued interest | 1,206 | |||||||||||||||||||||||||||||||||
Crown Bridge Partners [Member] | 8% Convertible Notes Payable Due October 16, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.0026 | |||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had the right to prepay the note for the first 180 days, subject to a penalty ranging from 10% to 35% of the prepayment, dependent upon the timing of the prepayment. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 27,500 | $ 18,700 | ||||||||||||||||||||||||||||||||
Debt instrument fee | $ 1,000 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | An average conversion price of $0.0026 pre reverse split ($0.026 post reverse split that was effected in November 2019), into 7,700,000 pre reverse split (770,000 post reverse split that was effected in November 2019) shares of common stock. | |||||||||||||||||||||||||||||||||
Maturity date | Jul. 26, 2019 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
Alex Pereira [Member] | 8% Convertible Notes Payable Due May 16, 2018 [Member] | Debt Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.0047 | |||||||||||||||||||||||||||||||||
Face amount | $ 9,660 | |||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 3,414,786 | |||||||||||||||||||||||||||||||||
Debt converted amount | $ 10,692 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | Pre reverse split (341,479 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.003131 pre reverse split (0.0313 post reverse split that was effected in November 2019) per share, thereby extinguishing the note. The Company incurred a loss on conversion of $9,797. | Pre reverse split ($0.047 post reverse split that was effected in November 2019), into 2,049,981 pre reverse split (204,999 post reverse split that was effected in November 2019) shares of common stock. | ||||||||||||||||||||||||||||||||
Loss on conversion | $ 9,797 | |||||||||||||||||||||||||||||||||
Alex Pereira [Member] | 8% Convertible Notes Payable Due November 5, 2019 [Member] | Debt Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company has the right to prepay the note prior to maturity in accordance with penalty provisions set forth in the note. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 62% of the lowest trading price during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 19,250 | |||||||||||||||||||||||||||||||||
Conversion ratio | 0.62 | |||||||||||||||||||||||||||||||||
Maturity date | Nov. 5, 2019 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
BOBA Management Corporation [Member] | Convertible Promissory Note Due January 23, 2020 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.003 | $ 0.003 | ||||||||||||||||||||||||||||||||
Description of conversion terms | The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest three trading prices during the previous ten (10) trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 92,884 | |||||||||||||||||||||||||||||||||
Convertible debt | $ 96,710 | $ 96,710 | ||||||||||||||||||||||||||||||||
Conversion ratio | 0.60 | |||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 32,894,528 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | Pre reverse split (3,289,453 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.003 pre reverse split ($0.03 post reverse split that was effected in November 2019) per share. | |||||||||||||||||||||||||||||||||
Loss on conversion | $ 103,947 | |||||||||||||||||||||||||||||||||
Maturity date | Jan. 23, 2020 | |||||||||||||||||||||||||||||||||
BOBA Management Corporation [Member] | Convertible Promissory Note Due July 26, 2020 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.003 | $ 0.003 | ||||||||||||||||||||||||||||||||
Description of conversion terms | The Company had 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 was 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 three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||||||||||
Face amount | $ 6,800 | |||||||||||||||||||||||||||||||||
Convertible debt | $ 12,000 | $ 12,000 | ||||||||||||||||||||||||||||||||
Number of shares issued on debt conversion | shares | 5,752,981 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | (i) the convertible note acquired from JSJ Investments, Inc. in the aggregate principal amount of $12,000 plus accrued interest thereon of $4,911 into 5,752,981 pre reverse split (575,299 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.003 pre reverse split ($0.03 post reverse split that was effected in November 2019) per share; and (ii) the convertible promissory note in the aggregate principal amount of $6,800 plus accrued interest thereon of $19 into 2,319,982 pre reverse split (231,999 post reverse split that was effected in November 2019) shares of common stock at a conversion price of $0.003 pre reverse split ($0.03 post reverse split that was effected in November 2019) per share, thereby extinguishing both notes. | |||||||||||||||||||||||||||||||||
Loss on conversion | $ 4,911 | |||||||||||||||||||||||||||||||||
Maturity date | Jul. 26, 2020 | |||||||||||||||||||||||||||||||||
Post reverse split shares | shares | 575,299 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
BOBA Management Corporation [Member] | Convertible Promissory Note Due July 16, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 12,000 | |||||||||||||||||||||||||||||||||
Accrued interest | 4,862 | |||||||||||||||||||||||||||||||||
Payment for settling penalty and legal fees | 6,800 | |||||||||||||||||||||||||||||||||
Debt gross proceeds | $ 16,862 | |||||||||||||||||||||||||||||||||
Dieter Busenhart [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Maturity date | Jan. 17, 2021 | |||||||||||||||||||||||||||||||||
Dieter Busenhart [Member] | Debt Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received a notice of conversion converting the aggregate principal amount of the note outstanding, including interest thereon, totaling $53,595 into 3,370,725 shares of common stock at a conversion price of $0.159 per share, thereby extinguishing the note. The Company realized a loss on conversion of $71,122. | The Company may prepay the note at a premium ranging from 120% to 140% of the principal plus accrued interest. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the lowest three trading prices during the previous ten (10) trading days. On November 18, 2019, the Company and Dieter Busenhart entered into an exchange agreement, replacing the existing note with a new note with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. | ||||||||||||||||||||||||||||||||
Face amount | $ 50,000 | |||||||||||||||||||||||||||||||||
Accrued interest | $ 3,485 | |||||||||||||||||||||||||||||||||
Maturity date | Mar. 29, 2020 | |||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||
Debt gross proceeds | $ 53,485 | |||||||||||||||||||||||||||||||||
Dieter Busenhart [Member] | Convertible Promissory Note Due March 29, 2020 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The Company received a notice of conversion converting the aggregate principal amount of the note outstanding, including interest thereon, totaling $23,273 into 1,463,706 shares of common stock at a conversion price of $0.159 per share, thereby extinguishing the note. The Company realized a loss on conversion of $30,884. | The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 60% of the average three lowest trading prices during the previous ten trading days. | ||||||||||||||||||||||||||||||||
Face amount | $ 23,250 | |||||||||||||||||||||||||||||||||
Maturity date | Nov. 12, 2020 | |||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||
Odyssey Funding, LLC [Member] | Convertible Promissory Note Due November 15, 2020 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The note had a maturity date of November 15, 2020 and a coupon of 10% per annum. The Company may prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 200,000 | |||||||||||||||||||||||||||||||||
Accrued interest | 27,657 | |||||||||||||||||||||||||||||||||
Unamortized discount | 174,864 | |||||||||||||||||||||||||||||||||
Maturity date | Nov. 15, 2020 | |||||||||||||||||||||||||||||||||
Black Ice Advisors, LLC [Member] | Convertible Promissory Note Due on November 25, 2020 [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Description of conversion terms | The note had a maturity date of November 25, 2020 and a coupon of 10% per annum. The Company may prepay the note with prepayment penalties ranging from 120% to 145%. The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | |||||||||||||||||||||||||||||||||
Face amount | $ 52,500 | |||||||||||||||||||||||||||||||||
Accrued interest | 5,739 | |||||||||||||||||||||||||||||||||
Unamortized discount | $ 47,336 | |||||||||||||||||||||||||||||||||
Maturity date | Nov. 25, 2020 | |||||||||||||||||||||||||||||||||
Viktoria Akhmetova [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.0063 | $ 0.0063 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 26,321 | |||||||||||||||||||||||||||||||||
Description of reverse stock split | The balance of the note as of July 30, 2019, plus accrued interest thereon was $60,425 and was converted into 974,592 post reverse split shares of common stock on November 18, 2019. | |||||||||||||||||||||||||||||||||
Maturity date | Sep. 13, 2018 | |||||||||||||||||||||||||||||||||
Post reverse split shares | shares | 42,454 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive shares | 86,419,001 | 55,344,849 | 86,419,001 | 55,344,849 | 29,510,058 | 8,843,970 |
Convertible debt [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive shares | 43,659,481 | 54,292,074 | 43,659,481 | 54,292,074 | 28,557,283 | 7,791,195 |
Stock options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive shares | 100,000 | 200,000 | 100,000 | 200,000 | 100,000 | 200,000 |
Warrants to purchase shares of common stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive shares | 42,659,520 | 852,775 | 42,659,520 | 852,775 | 852,775 | 852,775 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Short-term Debt [Line Items] | |||||
Expected dividend rate | 0.00% | 0.00% | |||
Minimum [Member] | |||||
Short-term Debt [Line Items] | |||||
Conversion price | $ 2 | $ 0.02 | [1] | $ 0.20 | [1] |
Risk free interest rate | 0.11% | 1.53% | 1.78% | ||
Expected life of derivative liability | 1 month | 1 month | 3 months | ||
Expected volatility of underlying stock | 11.70% | 148.50% | 169.15% | ||
Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Conversion price | $ 0.016 | $ 2 | [1] | $ 2.50 | [1] |
Risk free interest rate | 1.53% | 2.59% | 2.81% | ||
Expected life of derivative liability | 12 months | 12 months | 12 months | ||
Expected volatility of underlying stock | 222.60% | 224.30% | 230.55% | ||
[1] | Adjusted for 10 for 1 reverse stock split effective November 1, 2019. |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Opening balance | $ 905,576 | $ 1,833,672 | $ 3,277,621 |
Derivative financial liability arising from convertible note | 1,131,094 | 1,053,842 | 2,685,844 |
Fair value adjustment to derivative liability | 101,945 | (1,981,938) | (4,129,793) |
Closing balance | $ 2,138,615 | $ 905,576 | $ 1,833,672 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Liability (Textual) | |||
Derivative financial liability | $ 101,945 | $ 1,981,938 | $ 4,129,793 |
Derivative liability | $ 1,131,094 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Restricted Stock Granted, Grant date Price | $ 0.049 |
Restricted Stock Granted, Number Granted | shares | 20,495,000 |
Restricted Stock Granted, Weighted Average Fair Value per Share | $ 0.049 |
Restricted Stock Vested, Number Vested | shares | 5,123,750 |
Restricted Stock Vested, Weighted Average Fair Value per Share | $ 0.049 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) | Sep. 30, 2020$ / shares | Dec. 31, 2019$ / shares | [1] | Dec. 31, 2018$ / sharesSegment | |
Equity Option [Member] | |||||
Calculated stock price | $ 0.04 | ||||
Minimum [Member] | |||||
Exercise price | $ 2 | $ 0.02 | 0.20 | [1] | |
Maximum [Member] | |||||
Exercise price | 0.016 | $ 2 | $ 2.50 | [1] | |
Conversion price [Member] | |||||
Exercise price | $ 0.05 | ||||
Risk free interest rate [Member] | |||||
Warrants percentage | 1.35% | ||||
Fair value measurement input | Segment | 0.0277 | ||||
Expected life of derivative liability [Member] | |||||
Expected life of warrants | 3 years | 10 years | |||
Expected volatility of underlying stock [Member] | |||||
Fair value measurement input | Segment | 174.91 | ||||
Expected volatility of underlying stock [Member] | Minimum [Member] | |||||
Warrants percentage | 190.40% | ||||
Expected volatility of underlying stock [Member] | Maximum [Member] | |||||
Warrants percentage | 216.90% | ||||
Expected dividend rate [Member] | |||||
Warrants percentage | 0.00% | ||||
Fair value measurement input | 0 | ||||
[1] | Adjusted for 10 for 1 reverse stock split effective November 1, 2019. |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | |||
Shares Underlying Warrants | ||||||
Outstanding at beginning | 852,775 | [1] | 852,775 | 852,775 | ||
Granted | 42,200,000 | |||||
Forfeited/Cancelled | (536,775) | |||||
Exercised | ||||||
Outstanding at ending | 42,516,000 | 852,775 | 852,775 | [1] | ||
Weighted average exercise price | ||||||
Outstanding at beginning | $ 5.10 | [1] | $ 5.10 | $ 5.10 | ||
Granted | 0.05 | |||||
Forfeited/Cancelled | 4.42 | |||||
Exercised | ||||||
Outstanding at ending | 0.10 | 5.10 | 5.10 | [1] | ||
Minimum [Member] | ||||||
Exercise price per share | ||||||
Outstanding at beginning | 2 | [1] | 2 | 2 | ||
Granted | ||||||
Forfeited/Cancelled | 2 | |||||
Exercised | ||||||
Outstanding at ending | 0.05 | 2 | 2 | [1] | ||
Maximum [Member] | ||||||
Exercise price per share | ||||||
Outstanding at beginning | 6.25 | [1] | 6.25 | 6.25 | ||
Granted | 0.05 | |||||
Forfeited/Cancelled | 6.25 | |||||
Exercised | ||||||
Outstanding at ending | $ 6.25 | $ 6.25 | $ 6.25 | [1] | ||
[1] | Adjusted for 10 for 1 reverse stock split effective November 1, 2019. |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number Outstanding | 42,516,000 | 852,775 | 852,775 |
Weighted Average Remaining Contractual life in years | 4 years 9 months 3 days | 8 months 5 days | 8 months 5 days |
Weighted Average Exercise Price | $ 0.10 | $ 5.10 | $ 5.10 |
Number Exercisable | 42,516,000 | 852,775 | 852,775 |
Weighted Average Exercise Price | $ 0.10 | $ 5.10 | $ 5.10 |
Weighted Average Remaining Contractual life in years | 4 years 9 months 3 days | 8 months 5 days | 8 months 5 days |
Exercise Price Dollar 6.25 [Member] | |||
Number Outstanding | 316,000 | 621,920 | |
Weighted Average Remaining Contractual life in years | 1 month 13 days | 9 months | |
Number Exercisable | 316,000 | 621,920 | |
Exercise Price Dollar 0.05 [Member] | |||
Number Outstanding | 42,200,000 | ||
Weighted Average Remaining Contractual life in years | 4 years 9 months 18 days | ||
Number Exercisable | 42,200,000 | ||
Exercise Price Dollar 2.00 [Member] | |||
Number Outstanding | 230,855 | ||
Weighted Average Remaining Contractual life in years | 6 months | ||
Number Exercisable | 230,855 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Stock Options [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Shares Underlying options | ||||||
Outstanding at beginning | [1] | 100,000 | 200,000 | 200,000 | ||
Granted | [1] | [1] | ||||
Forfeited/Cancelled | 100,000 | [1] | [1] | |||
Exercised | [1] | [1] | ||||
Outstanding at ending | 100,000 | 100,000 | [1] | 200,000 | [1] | |
Exercise price per share | ||||||
Outstanding at beginning | [1] | $ 0.40 | $ 0.40 | $ 0.40 | ||
Granted | [1] | [1] | ||||
Forfeited/Cancelled | [1] | [1] | ||||
Exercised | [1] | [1] | ||||
Outstanding at ending | 0.40 | 0.40 | [1] | 0.40 | [1] | |
Weighted average exercise price | ||||||
Outstanding at beginning | [1] | 0.40 | 0.40 | 0.40 | ||
Granted | [1] | [1] | ||||
Forfeited/Cancelled | [1] | [1] | ||||
Exercised | [1] | [1] | ||||
Outstanding at ending | $ 0.40 | $ 0.40 | [1] | $ 0.40 | [1] | |
[1] | Adjusted for 10 for 1 reverse stock split effective November 1, 2019. |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - Exercise Price Dollar 0.40 [Member] - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Number Outstanding | 100,000 | 100,000 |
Weighted Average Remaining Contractual life in years | 8 years 6 months | 9 years |
Weighted Average Exercise Price | $ 0.40 | $ 0.40 |
Number of shares exercisable | 100,000 | 100,000 |
Weighted Average Exercise Price | $ 0.4 | $ 0.4 |
Weighted Average Remaining Contractual life in years | 8 years 6 months | 9 years |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Sep. 09, 2020 | Jan. 02, 2020 | Dec. 27, 2018 | Jun. 29, 2018 | Mar. 16, 2020 | Jan. 28, 2020 | Nov. 18, 2019 | Apr. 25, 2019 | Sep. 30, 2020 | Nov. 18, 2019 | Sep. 30, 2020 | Dec. 17, 2019 | Dec. 31, 2019 | Oct. 30, 2019 | Dec. 31, 2018 | |
Stockholders' Equity (Textual) | ||||||||||||||||
Common stock, authorized | [1] | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||
Common stock par value (in dollars per share) | [1] | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, issued | [1] | 191,121,339 | 191,121,339 | 128,902,124 | 8,883,922 | |||||||||||
Common stock, outstanding | [1] | 191,121,339 | 191,121,339 | 128,902,124 | 8,883,922 | |||||||||||
Number of shares issued on debt conversion | 17,641,713 | 99,106,803 | ||||||||||||||
Debt conversion | $ 2,792,648 | |||||||||||||||
Net loss of conversion | 791,857 | |||||||||||||||
Net loss on exchange | $ 2,838,599 | |||||||||||||||
Preferred stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, issued | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | ||||||||||||
Shares issued for services (in shares) | 3,177,015 | |||||||||||||||
Value issued for services | $ (43,500) | |||||||||||||||
Options intrinsic value, outstanding | $ 0 | 0 | $ 0 | |||||||||||||
Gross proceeds of common stock | $ 33,000 | |||||||||||||||
Shares of common stock | 2,047,500 | |||||||||||||||
Restricted stock awards expense | 62,766 | $ 439,362 | ||||||||||||||
Warrants, description | In terms of the Senior Secured convertible notes entered into with various noteholders as described in note 9 above, the Company issued five year warrants exercisable for a total of 41,200,000 shares of common stock at an initial exercise price of $0.05 per share. The warrants have a cashless exercise option and an exercise limitation based on a certain beneficial ownership percentage of 4.99% which may be adjusted to 9.99%. The Company has a mandatory exercise right if the closing price of the common stock trades above $0.15 per share for ten consecutive days and trading volume is at least $250,000. The exercise price of the warrant is adjustable under the following conditions; i) subsequent equity sales are at a price below the exercise price of the warrant; ii) the Company issues options with an exercise price lower than the exercise price of the warrants; iii) issues convertible securities which are convertible into common stock at a price lower than the warrant exercise price; and iv) the option exercise price or rate of conversion for convertible securities results in a lower exercise price than the exercise price of the warrants. | |||||||||||||||
Stock options, description | The maximum number of securities available under the Plan is 800,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 100,000 shares of common stock. | |||||||||||||||
Labrys fund, LP [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Shares issued for services (in shares) | 82,572 | |||||||||||||||
Gaston Pereira [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Stock options issued | 1,000,000 | |||||||||||||||
Share Option Plan [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Maximum number of securities available | 8,000,000 | |||||||||||||||
Maximum number of shares of common stock awarded to any individual | 1,000,000 | |||||||||||||||
Stock Option [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Options intrinsic value, outstanding | $ 0 | $ 0 | $ 0 | |||||||||||||
Director [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Shares issued for services (in shares) | 2,000,000 | |||||||||||||||
Value issued for services | $ 88,000 | |||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Gross proceeds of common stock | $ 13,500 | |||||||||||||||
Shares of common stock | 282,146 | |||||||||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Shares issued for services (in shares) | 20,495,000 | |||||||||||||||
Executive Officer [Member] | Share Option Plan [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Exercise price | $ 0.04 | |||||||||||||||
Supplier [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Shares issued for services (in shares) | 535,714 | |||||||||||||||
Value issued for services | $ 30,000 | |||||||||||||||
Director [Member] | Share Option Plan [Member] | Restricted Stock [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Common stock, outstanding | 2,000,000 | |||||||||||||||
Shares issued for services (in shares) | 70,000 | 120,000 | ||||||||||||||
Subscription Agreements [Member] | Investor [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Gross proceeds of common stock | $ 33,000 | |||||||||||||||
Shares of common stock | 1,400,000 | |||||||||||||||
Employment Agreement [Member] | Chief Operating Officer [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Value of restricted common stock | $ 753,191 | |||||||||||||||
Shares of restricted common stock | 15,371,250 | |||||||||||||||
Market price of common stock on grant date | $ 0.049 | $ 0.049 | ||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Value of restricted common stock | $ 251,064 | |||||||||||||||
Shares of restricted common stock | 5,123,750 | |||||||||||||||
Market price of common stock on grant date | $ 0.049 | $ 0.049 | ||||||||||||||
Subscription Agreement [Member] | Investor [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Warrants exercisable | 1,000,000 | 1,000,000 | ||||||||||||||
Shares of common stock issued to investors | 1,000,000 | |||||||||||||||
Shares of common stock for subscription proceeds | $ 25,000 | |||||||||||||||
Debt Exchange Agreements [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Settlement of loans payable | $ 50,082 | |||||||||||||||
Debt Conversion Notices [Member] | ||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||
Number of shares issued on debt conversion | 2,504,110 | 35,002,245 | ||||||||||||||
Debt conversion | $ 335,948 | |||||||||||||||
Net loss of conversion | 433,610 | |||||||||||||||
Net loss on exchange | $ 50,082 | |||||||||||||||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Federal | ||
State | ||
Foreign | ||
Total current tax benefits | ||
Deferred | ||
Federal | ||
State | ||
Foreign | ||
Total deferred tax benefits |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets, net | ||
Continuing Operations [Member] | ||
Tax expense at the federal statutory rate | (850,030) | (1,141,370) |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | 27,713 | |
Effect of income tax rate change | ||
Permanent timing differences | 772,183 | (147,563) |
Temporary timing differences | 27,299 | 8,271 |
Deffered tax assets, gross | (50,548) | (1,252,950) |
Deferred income tax asset valuation allowance | 50,548 | 1,252,950 |
Deferred tax assets, net | ||
Discontinued Operations [Member] | ||
Tax expense at the federal statutory rate | 66,918 | (1,141,370) |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | (27,739) | 27,713 |
Effect of income tax rate change | ||
Permanent timing differences | (1,834,306) | (147,563) |
Temporary timing differences | 63,004 | 8,271 |
Deffered tax assets, gross | (1,732,123) | (1,252,950) |
Deferred income tax asset valuation allowance | 1,732,123 | 1,252,950 |
Deferred tax assets, net |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Depreciation and amortization | $ 12,618 | |
Other | 27,299 | (15,412) |
Net operating losses | 3,936,879 | 3,750,027 |
Valuation allowance | (3,964,178) | (3,747,233) |
Net deferred income tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes (Textual) | ||
Valuation allowance | $ 3,964,178 | $ 3,747,233 |
Net operating loss carry-forwards | $ 313,050 | |
Tax credit expiration period | The prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. | |
Increasing the deferred tax asset | $ 63,004 | |
Deferred tax asset | (1,315,240) | |
Net change in the deferred income tax assets valuation allowance | 216,946 | |
Innovative Payment Solutions [Member] | ||
Income taxes (Textual) | ||
Net operating loss carry-forwards | $ 18,747,044 | |
Domestic [Member] | Maximum [Member] | ||
Income taxes (Textual) | ||
Expiration year | 2040 | |
Domestic [Member] | Minimum [Member] | ||
Income taxes (Textual) | ||
Expiration year | 2034 |
EQUITY BASED COMPENSATION (Deta
EQUITY BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Incentive stock awards | $ 52,175 | |
Stock issued for services rendered | 162,254 | 34,739 |
Equity based compensation | $ 162,254 | $ 86,914 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||
Loans payable - Related parties | $ 30,026 | $ 313,949 | |
Vladimir Skigin [Member] | |||
Short-term Debt [Line Items] | |||
Loans payable - Related parties | $ 30,026 | ||
Interest rate | 4.00% | 36.00% | |
Maturity date | Dec. 12, 2020 | ||
Maturity date | On Demand |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||
Notes payable - related parties | $ 30,026 | $ 313,949 | |
Strategic IR [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | 177,159 | ||
Interest rate | 10.00% | ||
Maturity date | Feb. 10, 2020 | ||
Strategic IR [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | |||
Maturity date | Nov. 17, 2019 | ||
Strategic IR [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | |||
Interest rate | 10.00% | ||
Maturity date | Dec. 10, 2019 | ||
Strategic IR [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | |||
Interest rate | 10.00% | ||
Maturity date | Dec. 25, 2019 | ||
Strategic IR [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | |||
Maturity date | Jan. 9, 2020 | ||
Strategic IR [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | |||
Maturity date | Jan. 13, 2020 | ||
Vladimir Skigin [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | 81,316 | ||
Interest rate | 4.00% | 36.00% | |
Maturity date | Dec. 12, 2020 | ||
Maturity date | On Demand | ||
Vladimir Skigin [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | 55,474 | ||
Interest rate | 18.00% | ||
Maturity date | Jan. 11, 2020 | ||
Vladimir Skigin [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | $ 30,026 | ||
Interest rate | 4.00% | ||
Maturity date | Dec. 12, 2020 | ||
Vladimir Skigin [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable - related parties | |||
Interest rate | 8.00% | ||
Maturity date | Dec. 9, 2020 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details 2) - USD ($) | Nov. 18, 2019 | Oct. 15, 2019 | Oct. 11, 2019 | Sep. 10, 2019 | Sep. 25, 2019 | Aug. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | $ 589,812 | |||||||
Strategic IR [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Maturity date | Nov. 18, 2020 | Jan. 13, 2020 | Jan. 9, 2020 | Dec. 10, 2019 | Dec. 25, 2019 | Nov. 17, 2019 | ||
Strategic IR [Member] | 18% Convertible Notes Payable Due April 25, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 18.00% | |||||||
Maturity date | Apr. 25, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | ||||||||
Strategic IR [Member] | 15% Convertible Notes Payable Due December 8, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | Dec. 8, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 12,193 | |||||||
Strategic IR [Member] | 15% Convertible Notes Payable Due December 8, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | Dec. 8, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 24,573 | |||||||
Strategic IR [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | Dec. 26, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 65,091 | |||||||
Strategic IR [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | Dec. 26, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 139,940 | |||||||
Strategic IR [Member] | 8% Convertible Notes Payable Due September 19, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Sep. 19, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Convertible debt - related parties | ||||||||
Strategic IR [Member] | 6% Convertible Notes Payable Due July 17, 2020 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 6.00% | |||||||
Maturity date | Jul. 17, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | ||||||||
Cobbolo Limited [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | Dec. 26, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 64,726 | |||||||
Cobbolo Limited [Member] | 15% Convertible Notes Payable Due December 26, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | Dec. 26, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 64,146 | |||||||
Gibbs International Holdings [Member] | Convertible Promissory Note Due On demand [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 15.00% | |||||||
Maturity date | On Demand | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 63,798 | |||||||
Gibbs International Holdings [Member] | Convertible Promissory Note Due August 31, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Aug. 31, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | 155,345 | |||||||
Bellridge Capital LP [Member] | Convertible Promissory Note Due April 25, 2019 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 18.00% | |||||||
Maturity date | Apr. 25, 2019 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | ||||||||
West Point Partners, LLC [Member] | Convertible Promissory Note Due September 3, 2020 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Sep. 3, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | ||||||||
West Point Partners, LLC [Member] | Convertible Promissory Note Due November 18, 2020 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 6.00% | |||||||
Maturity date | Nov. 18, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties | ||||||||
West Point Partners, LLC [Member] | Convertible Promissory Note Due October 21, 2020 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Oct. 21, 2020 | |||||||
Principal | ||||||||
Accrued interest | ||||||||
Unamortized debt discount | ||||||||
Convertible debt - related parties |
RELATED PARTY TRANSACTIONS (D_4
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 24, 2020 | Jan. 07, 2020 | Jan. 02, 2020 | Dec. 11, 2019 | Nov. 18, 2019 | Oct. 15, 2019 | Oct. 11, 2019 | Sep. 10, 2019 | Jul. 17, 2019 | Mar. 19, 2020 | Dec. 23, 2019 | Nov. 19, 2019 | Nov. 18, 2019 | Nov. 18, 2019 | Nov. 15, 2019 | Sep. 25, 2019 | Aug. 19, 2019 | Jul. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 18, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest expenses to related party | $ 8,413 | $ 23,248 | $ 8,413 | $ 23,248 | |||||||||||||||||||||||
Shares issued for services (in shares) | 3,177,015 | ||||||||||||||||||||||||||
Interest expense debt | $ 188,159 | ||||||||||||||||||||||||||
Accrued interest | 11,643 | ||||||||||||||||||||||||||
Number of shares issued on debt conversion | 17,641,713 | 99,106,803 | |||||||||||||||||||||||||
Convertible debt | 597,410 | 597,410 | 359,362 | $ 790,093 | |||||||||||||||||||||||
Debt discount | 930,671 | 930,671 | $ 371,387 | $ 777,242 | |||||||||||||||||||||||
Value of the beneficial conversion feature as debt discount | $ 1,144,484 | $ 33,327 | $ 1,471,234 | $ 1,027,684 | |||||||||||||||||||||||
Common stock, outstanding | [1] | 191,121,339 | 191,121,339 | 128,902,124 | 8,883,922 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Amortization of debt discount | $ 343,039 | $ 614,277 | |||||||||||||||||||||||||
Face amount | $ 1,505,000 | $ 1,505,000 | 58,732 | 67,101 | |||||||||||||||||||||||
Accrued interest | 23,081 | 59,249 | |||||||||||||||||||||||||
Debt discount | $ 930,671 | $ 930,671 | $ 141,591 | $ 544,819 | |||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Debt conversion, description | The Corbett Employment Agreement provides for the grant to Mr. Corbett of 5,123,750 shares of the Company's common stock, which are fully vested and not subject to forfeiture. | ||||||||||||||||||||||||||
Vested shares | 5,123,750 | ||||||||||||||||||||||||||
Officers compensation, description | The Company entered into an executive employment agreement with William Corbett, (the "Corbett Employment Agreement") to employ Mr. Corbett as the Company's Chief Executive Officer for a term of three (3) years, provide for an annual base salary of $150,000, provide for a signing bonus of $25,000, structure for a bonus of up to 50% of base salary upon the Company's achievement of $2,000,000 EBITDA and additional performance bonus payments as may be determined by the Company's board of directors and provide for severance in the event of a termination without cause in amount equal to equal to fifty percent (50%) of his annual base salary rate then in effect, provided that if such termination without cause occurs after an Acquisition of the Company, Mr. Corbett will be entitled to receive severance in an amount equal to equal to 100% of his annual base salary rate then in effect. | ||||||||||||||||||||||||||
Restricted stock agreement, description | The Company entered into a restricted stock agreement with Mr. Corbett pursuant to which the Company granted him a restricted stock award of 15,371,250 shares of the Company's common stock, which forfeiture restriction lapse 33%, 33% and 34%, respectively, on the first, second and third anniversary of the date of grant. | ||||||||||||||||||||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Shares issued for services (in shares) | 20,495,000 | ||||||||||||||||||||||||||
Agregate shares of common stock | 15,371,250 | ||||||||||||||||||||||||||
Vladimir Skigin [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||||||||
Debt conversion, description | Debt purchase agreement entered into with Waketec OU, Mr. Skigin acquired $30,000 of the promissory note issued to Waketec OU by Qpagos Corporation. On December 23, 2019, the Company entered into a debt settlement agreement whereby the company agreed to the assignment of the debt owed to Mr. Skigin by Qpagos Corporation to the Company in exchange for a new promissory note in the principal amount of $30,000 issued by the Company. The promissory note is unsecured, bears interest at 4% per annum and matures on December 23, 2020. The balance of the promissory note, including interest thereon at December 31, 2019 is $30,026. | ||||||||||||||||||||||||||
Maturity date | Jan. 11, 2020 | ||||||||||||||||||||||||||
Vladimir Skigin [Member] | Debt Exchange Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Debt conversion, description | The Company entered into a debt exchange agreement with Mr. Skigin, whereby the aggregate principal sum of $30,000 plus accrued interest of $49 was exchanged for 1,502,466 shares of common stock at an issue price of $0.02 per share, realizing a loss on exchange of $30,049. | ||||||||||||||||||||||||||
James Fuller [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Shares issued for services (in shares) | 2,000,000 | ||||||||||||||||||||||||||
Vladimir Skigin [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||
Strategic IR [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest rate | 6.00% | 24.00% | |||||||||||||||||||||||||
Debt conversion, description | Strategic IR purchased a portion of a note issued to Andrey Novikov by Qpagos Corporation in the principal amount of $65,953. On December 17, 2019, the company entered into a debt settlement with Strategic IR whereby the Note was assigned from Qpagos Corporation to the Company and was simultaneously settled by the issue of 2,231,768 shares of common stock at an issue price of $0.03 per share, thereby extinguishing the note. A loss on settlement of $67,953 was realized. | The Company entered into Securities Purchase Agreements with Strategic IR whereby the following notes totaling $79,500 previously advanced to the Company during the period August 19, 2019 to October 15, 2019, was converted into 4,486,750 shares of common stock at a conversion price of $0.037 per share, thereby extinguishing the notes and realizing a loss on conversion of $85,248. | |||||||||||||||||||||||||
Ownership percent | 9.99% | ||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.0156 | ||||||||||||||||||||||||||
Face amount | $ 159,123 | $ 22,000 | $ 3,000 | $ 37,500 | $ 37,224 | $ 159,123 | $ 159,123 | $ 2,000 | $ 15,000 | $ 159,123 | |||||||||||||||||
Number of shares issued on debt conversion | 2,386,181 | ||||||||||||||||||||||||||
Description of conversion terms | The remaining balance of the May 15, 2019 convertible note purchased from Labrys Fund LP, 2019, including interest thereon with a new note in the aggregate principal amount of $159,123 with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. | The Company issued Strategic IR a Convertible Promissory Note in the aggregate principal amount of $14,583. The note had a maturity date of July 17, 2020 and a coupon of 6% 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 three trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | |||||||||||||||||||||||||
Maturity date | Nov. 18, 2020 | Jan. 13, 2020 | Jan. 9, 2020 | Dec. 10, 2019 | Dec. 25, 2019 | Nov. 17, 2019 | |||||||||||||||||||||
Loss on conversion | $ 51,064 | ||||||||||||||||||||||||||
Strategic IR [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest expense debt | 297 | ||||||||||||||||||||||||||
Face amount | $ 14,583 | ||||||||||||||||||||||||||
Number of shares issued on debt conversion | 935,887 | ||||||||||||||||||||||||||
Loss on conversion | $ 19,747 | ||||||||||||||||||||||||||
Strategic IR [Member] | Debt Purchase Agreement [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Debt conversion, description | The Company received a conversion notice converting the aggregate principal sum of $37,224 into 2,386,181 shares of common stock at a conversion price of $0.0156 per share, thereby extinguishing the note and realizing a loss on conversion of $51,064. | The Company and Strategic IR entered into an exchange agreement, replacing the balance of the July 15, 2019 convertible note purchased from GS Capital Partners, including interest thereon with a new note in the aggregate principal amount of $37,224 with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. | |||||||||||||||||||||||||
Description of conversion terms | The Company received a conversion notice converting the aggregate principal sum of $159,123 and interest thereon into 10,007,882 shares of common stock at a conversion price of $0.0159 per share, thereby extinguishing the note and realizing a loss on conversion of $211,166. | ||||||||||||||||||||||||||
Vladimir Skigin [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||||||||||||
Maturity date | Dec. 12, 2020 | ||||||||||||||||||||||||||
Vladimir Skigin [Member] | Equipment funding [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Description of conversion terms | The balance of the note as of July 30, 2019, plus accrued interest thereon was $196,307 and was converted into 3,166,240 post reverse split shares on November 18, 2019. | ||||||||||||||||||||||||||
Gibbs International Holdings [Member] | |||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||
Interest rate | 14.40% | ||||||||||||||||||||||||||
[1] | After giving effect to a 10 for 1 reverse stock split effective November 1, 2019. |
RELATED PARTY TRANSACTIONS (D_5
RELATED PARTY TRANSACTIONS (Details Narrative 1) - USD ($) | Dec. 04, 2019 | Sep. 03, 2019 | Nov. 19, 2019 | Nov. 19, 2019 | Oct. 21, 2019 | Aug. 31, 2019 | Jul. 30, 2019 | Jun. 19, 2019 | Aug. 20, 2018 | Jun. 19, 2017 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions (Textual) | |||||||||||||
Accrued interest | $ 11,643 | ||||||||||||
Convertible debt | $ 597,410 | 359,362 | $ 790,093 | ||||||||||
Convertible notes payable | $ 589,812 | ||||||||||||
Number of shares issued | 2,047,500 | ||||||||||||
Notes payable | $ 23,403 | $ 61,631 | |||||||||||
Gibbs International Holdings [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Conversion price (in dollars per share) | $ 0.20 | ||||||||||||
Description of conversion terms | The balance of the note as of July 30, 2019, plus accrued interest thereon was $68,350 and were exchanged for 1,102,412 post reverse split shares on November 18, 2019. | ||||||||||||
Debt conversion, description | 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 $0.0063 pre reverse split ($0.063 post reverse split that was effected in November 2019) per share. The Company did not have sufficient unissued shares to effect the exchange until the reverse stock split of 10:1 shares came into effect on November 1, 2019. | ||||||||||||
Bellridge Capital LP [Member] | Debt Purchase Agreement [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Interest rate | 18.00% | ||||||||||||
Increase interest rate | 10.50% | ||||||||||||
Debt conversion, description | Terms of a debt purchase agreement entered into with Strategic IR, Bellridge Capital LP acquired an aggregate principal amount of $200,000 plus accrued interest thereon of $3,124 off the $300,000 convertible promissory note originally issued on October 25, 2018, to Labrys Fund LP, with a maturity date of April 25, 2019 and an original coupon of 8% per annum. | ||||||||||||
West Point Partners, LLC [Member] | Debt Purchase Agreement [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Debt conversion, description | Debt purchase agreement with GS Capital Partners, whereby the convertible note in the aggregate principal amount of $96,000 plus accrued interest thereon of $3,745, was acquired for gross proceeds of $99,745. On November 18, 2019, the Company and West Point Partners, LLC entered into an exchange agreement, replacing the existing note with a new note with a maturity date of November 18, 2020, removing the conversion limitation of ownership of 9.99% and reducing the interest rate to 6% per annum. | ||||||||||||
Convertible Note 3 [Member] | Gibbs International Holdings [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Face amount | $ 294,620 | $ 50,000 | |||||||||||
Accrued interest | 111,115 | 2,494 | |||||||||||
Convertible debt | $ 405,735 | $ 52,494 | |||||||||||
Description of conversion terms | The Company had the right to prepay the note within 180 days without penalties. The outstanding principal amount of the note was convertible at any time and from time to time at the election of the holder into shares of the Company’s common stock at a conversion price equal to 60% of the three lowest trading bid prices during the previous ten (10) trading days, including the date the notice of conversion is received. | The note was past its maturity date which maturity date has not been extended as yet, and thereby; (i) became immediately due and payable; (ii) can only be amended with the written consent of the holder; and (iii) may be sold, assigned or transferred by the holder without the Company’s consent. The note is currently recorded under current liabilities. The note was convertible into common shares of the Company at a conversion price of $0.20 per share. | |||||||||||
Interest rate | 8.00% | 12.00% | |||||||||||
Increase interest rate | 15.00% | ||||||||||||
Debt conversion, description | The Company received conversion notices converting the principal sum of $405,735, a once off penalty of $40,573 and interest thereon of $54,529 into 21,000,000 shares of common stock at a conversion price of $0.0238 thereby extinguishing the note. A loss on conversion of $528,162 was realized. | ||||||||||||
Notes payable | $ 40,573 | ||||||||||||
Payment of a penalty | 10.00% | ||||||||||||
Convertible Note One [Member] | Bellridge Capital LP [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Debt conversion, description | The Company received a notice of conversion from Bellridge Capital LP converting the principal sum of $200,000 and interest thereon of $21,568 into 13,935,112 shares of common stock at a conversion price of $0.0159 per share, thereby extinguishing the note. The Company incurred a loss on conversion of $294,031. | ||||||||||||
Convertible Note One [Member] | West Point Partners, LLC [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Conversion price (in dollars per share) | $ 0.149 | $ 0.149 | |||||||||||
Accrued interest | $ 26,968 | ||||||||||||
Convertible debt | $ 40,090 | $ 40,090 | |||||||||||
Number of shares issued | 1,812,390 | ||||||||||||
Convertible Promissory Note [Member] | West Point Partners, LLC [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Face amount | $ 26,527 | $ 22,977 | |||||||||||
Description of conversion terms | The note had a maturity date of September 3, 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. | The GS Capital Partners note dated March 4, 2019. The note had a maturity date of October 21, 2020 and bears interest at 8% per annum. The outstanding principal amount of the note was convertible after 180 days, at the election of the holder into shares of the Company’s common stock at a conversion price equal to 62% of the lowest two trading prices during the previous ten trading days. | |||||||||||
Convertible Debt [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Conversion price (in dollars per share) | $ 0.20 | ||||||||||||
Convertible Debt [Member] | West Point Partners, LLC [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Conversion price (in dollars per share) | $ 0.149 | $ 0.149 | |||||||||||
Accrued interest | $ 102,039 | ||||||||||||
Convertible debt | $ 151,687 | $ 151,687 | |||||||||||
Number of shares issued | 6,857,446 | ||||||||||||
Convertible Note Two [Member] | West Point Partners, LLC [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Conversion price (in dollars per share) | $ 0.149 | $ 0.149 | |||||||||||
Accrued interest | $ 23,118 | ||||||||||||
Convertible debt | $ 34,366 | $ 34,366 | |||||||||||
Number of shares issued | 1,553,621 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2020USD ($) |
Undiscounted minimum future lease payments | |
Total instalments due | $ 67,065 |
Imputed interest | (4,775) |
Total operating lease liability | 62,290 |
Disclosed as: | |
Current portion | 43,049 |
Non-current portion | 19,241 |
Present value of operating lease liability | $ 62,290 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies (Textual) | |
Leased term | 3 years |
Maturity of lease agreement | Dec. 16, 2019 |
California [Member] | |
Commitments and Contingencies (Textual) | |
Monthly rental payment | $ 4,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Oct. 20, 2020 | Feb. 05, 2020 | Jan. 13, 2020 | Jan. 07, 2020 | Feb. 24, 2020 | Jan. 30, 2020 | Jan. 22, 2020 | Apr. 04, 2020 | Mar. 19, 2020 | Mar. 16, 2020 | Mar. 11, 2020 | Feb. 20, 2020 | Jan. 28, 2020 |
Forecast [Member] | GlobalConsultingAlliance [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Issued an investor | 282,146 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Net proceeds | $ 25,025 | ||||||||||||
Original issue discount | 3,575 | ||||||||||||
Senior secured convertible note | $ 28,600 | ||||||||||||
Bearing interest | 10.00% | ||||||||||||
Maturity date | Oct. 20, 2021 | ||||||||||||
Conversion price | $ 0.035 | $ 0.01444 | |||||||||||
Warrant exercisable | 817,143 | ||||||||||||
Exercise price per share | $ 0.05 | ||||||||||||
Description of conversion terms | The note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the note may be prepaid in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, it may be prepaid in an amount equal to 125% of the principal amount plus accrued interest. The note contains certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. | ||||||||||||
Aggregate principal amount | $ 7,586 | ||||||||||||
Common stock | 2,000,000 | 560,000 | |||||||||||
Debt Conversions fees | $ 500 | ||||||||||||
Directors fees | $ 88,000 | ||||||||||||
Corporate brand consulting agreement, description | The Company entered into a Corporate Brand Consulting Agreement with Ludlow Business Services, Inc. whereby the consultant agreed to provide corporate consulting, development of strategies, corporate awareness, business plans and advising on interactions with investment professionals, for a consideration of $7,500 per month and 535,714 shares of common stock amounting to $30,000, at the average closing price of the common stock ten days prior to the execution of the agreement. | ||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Common stock | 400,000 | 1,000,000 | |||||||||||
Warrants exercisable | 1,000,000 | ||||||||||||
Warrants exercisable per share | $ 0.05 | ||||||||||||
Gross proceeds | $ 8,000 | $ 25,000 | |||||||||||
Subsequent Event [Member] | Debt Exchange Agreement [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Aggregate principal amount | $ 20,000 | ||||||||||||
Accrued interest | $ 33 | ||||||||||||
Aggregate exchange share value | 1,001,644 | ||||||||||||
Issuance of common stock per share | $ 0.02 | ||||||||||||
Exchange on realization of loss | $ 20,033 | ||||||||||||
Subsequent Event [Member] | Debt Exchange Agreement 1 [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Aggregate principal amount | 30,000 | ||||||||||||
Accrued interest | $ 49 | ||||||||||||
Aggregate exchange share value | 1,502,466 | ||||||||||||
Issuance of common stock per share | $ 0.02 | ||||||||||||
Exchange on realization of loss | $ 30,049 | ||||||||||||
Subsequent Event [Member] | Global Consulting Alliance [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Conversion price | $ 0.02449 | ||||||||||||
Aggregate principal amount | $ 27,741 | ||||||||||||
Common stock | 1,132,764 | ||||||||||||
Subsequent Event [Member] | Odyssey Funding, LLC [Member] | Convertible Promissory Note 1 [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Maturity date | Jan. 13, 2021 | ||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 125% to 145%. | ||||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||||
Coupon percentage | 10.00% | ||||||||||||
Description of payment | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | ||||||||||||
Subsequent Event [Member] | Power Up Lending Group Ltd. [Member] | Convertible Promissory Note [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Maturity date | Jan. 22, 2021 | ||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 115% to 135%. | ||||||||||||
Aggregate principal amount | $ 43,000 | ||||||||||||
Coupon percentage | 12.00% | ||||||||||||
Description of payment | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price during the previous fifteen trading days. | ||||||||||||
Subsequent Event [Member] | Adar Alef, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Maturity date | Feb. 5, 2021 | ||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 120% to 145%. | ||||||||||||
Aggregate principal amount | $ 105,000 | ||||||||||||
Coupon percentage | 10.00% | ||||||||||||
Description of payment | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. | ||||||||||||
Subsequent Event [Member] | LG Capital Funding LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||
Subsequent Event (Textual) | |||||||||||||
Maturity date | Feb. 24, 2021 | ||||||||||||
Description of conversion terms | The Company may prepay the note with prepayment penalties ranging from 120% to 145%. | ||||||||||||
Aggregate principal amount | $ 78,750 | ||||||||||||
Coupon percentage | 10.00% | ||||||||||||
Description of payment | The outstanding principal amount of the note is convertible after 180 days, at the election of the holder into shares of the Company's common stock at a conversion price equal to 58% of the lowest trading price during the previous fifteen trading days. |