Innovative Payment Solutions, Inc. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-55648

INNOVATIVE PAYMENT SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		33-1230229
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

56B 5^th Avenue, Lot 1 #AT, Carmel By The Sea, CA 93921

(Address of Principal Executive Offices, including zip code)

(866) 477-4729

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act: n/a.

As of November 13, 2023, there were 13,319,889 shares of the Company’s common stock issued and outstanding.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Form 10-Q

For the Quarter Ended September 30, 2023

Index

		Page No.

Cautionary Note Regarding Forward-Looking Statements		ii

Part I. Financial Information		1

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2023 and 2022 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	4

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

Part II. Other Information		38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Signatures		41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “report”) contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control and others listed in report and in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”)) may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

●

our ability to implement our business plan, including our ability to launch and generate revenue from our IPSIPay Express joint venture or other digital payment solutions we may seek to develop or commercialize in the future;

●

acceptance by the marketplace of our products and services, notably IPSIPay Express;

●

our ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth;

●

the viability of our current intellectual property and intellectual property created in the future;

●

our ability to comply with currently applicable laws and government regulations and those that may be applicable in the future;

●

our ability to retain key employees and third-party service providers;

●

adverse changes in general market conditions for payment solutions such as IPSIPay Express and other products and services we offer;

●

our ability to generate cash flow and profitability and continue as a going concern;

●

our future financing plans and ability to repay outstanding indebtedness; and

●

our ability to adapt to changes in market conditions which could impair our operations and financial performance.

These forward-looking statements involve numerous and significant risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” section contain in this report and in the “Business,” “Risk Factors” and other sections of the 2022 Form 10-K. You should thoroughly read this report and the documents that we refer to with the understanding that our actual future results may be materially different from, and worse than, what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this report relate only to events or information as of the date of this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2023			2022
	(Unaudited)
Assets
Current Assets
Cash	$	19,395		$	373,822
Other current assets		49,414			97,042
Assets held for sale		-			807,263
Total Current Assets		68,809			1,278,127

Non-current assets
Plant and equipment		7,569			40,362
Intangible assets		-			1,401,491
Security deposit		15,000			32,592
Equity method investment		704,330			-
Total Non-Current Assets		726,899			1,474,445
Total Assets	$	795,708		$	2,752,572

Liabilities and Equity (Deficit)

Current Liabilities
Accounts payable	$	1,596,407		$	727,922
Liabilities held for sale		-			33,810
Related party payables		50,000			-
Federal relief loans – current portion		3,295			-
Notes payable		1,037,371			964,268
Convertible debt, net of unamortized discount of $744,914 and $0, respectively		3,455,937			2,266,602
Derivative liability		1,341,932			2,550,642
Total Current Liabilities		7,484,942			6,543,244

Non-Current Liabilities
Federal relief loans		158,273			163,978
Total Non-Current Liabilities		158,273			163,978

Total Liabilities		7,643,215			6,707,222

Equity (Deficit)
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022.		-			-
Common stock, $0.0001 par value; 750,000,000 shares authorized, 13,030,034 and 12,563,426 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.*		1,303			1,256
Additional paid-in-capital*		50,013,798			48,442,355
Accumulated deficit		(56,862,608	)		(52,399,858	)
Total equity (deficit) attributable to Innovative Payment Solutions, Inc. Stockholders		(6,847,507	)		(3,956,247	)
Non-controlling interest		-			1,597
Total Equity (Deficit)		(6,847,507	)		(3,954,650	)
Total Liabilities and Equity (Deficit)	$	795,708		$	2,752,572

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

See accompanying notes to the unaudited condensed consolidated financial statements.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022

Net Revenue	$	(28	)	$	-		$	410		$	-

Cost of Goods Sold		387			-			2,756			-

Gross loss		(415	)		-			(2,346	)		-

General and administrative		745,688			2,705,833			2,753,266			4,326,413
Depreciation and amortization		100,387			20,500			380,092			29,493
Total Expense		846,075			2,726,333			3,133,358			4,355,906

Loss from Operations		(846,490	)		(2,726,333	)		(3,135,704	)		(4,355,906	)

Loss on debt conversion		(58,769	)		-			(77,247	)		-
Penalty on convertible notes		(9,306	)		(602,100	)		(9,306	)		(1,321,658	)
Loss on novation		(1,066,165	)		-			(1,066,165	)		-
Fair value of warrants issued		(14,176	)		-			(14,176	)		-
Interest expense		(110,328	)		(51,340	)		(290,628	)		(142,302	)
Amortization of debt discount		(303,042	)		-			(414,696	)		(263,200	)
Derivative liability movements		1,795,642			84,895			1,483,710			(65,046	)
Loss before Income Taxes		(612,634	)		(3,294,878	)		(3,524,212	)		(6,148,112	)

Income Taxes		-			-			-			-
Net Loss after income taxes		(612,634	)		(3,294,878	)		(3,524,212	)		(6,148,112	)

Net loss from equity method investments		(402,509	)		-			(403,890	)		-
Net loss from continuing operations		(1,015,143	)		(3,294,878	)		(3,928,102	)		(6,148,112	)

Discontinued operations
Operating loss from discontinued operations		-			(15,618	)		(40,821	)		(59,962	)
Loss on disposal of subsidiary and investment		-			-			(495,424	)		-
		-			(15,618	)		(536,245	)		(59,962	)
Net loss		(1,015,143	)		(3,310,496	)		(4,464,347	)		(6,208,074	)
Net loss attributable to non-controlling interest		-			7,652			1,597			29,381
Net loss attributable to Innovative Payment Solutions, Inc., stockholders	$	(1,015,143	)	$	(3,302,844	)	$	(4,462,750	)	$	(6,178,693	)

Basic and diluted loss per share*
Continuing operations*	$	(0.08	)	$	(0.26	)	$	(0.31	)	$	(0.50	)
Discontinued operations*		0.00			0.00			(0.04	)		0.00
	$	(0.08	)	$	(0.26	)	$	(0.35	)	$	(0.50	)
Weighted Average Number of Shares Outstanding – Basic and diluted*		12,789,493			12,531,868			12,650,758			12,353,866

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

See accompanying notes to condensed consolidated financial statements.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Preferred Stock Shares		Amount		Common Stock Shares*		Amount*		Additional Paid-in Capital*		Accumulated Deficit			Non-controlling shareholders interest			Total Stockholders’ Equity (Deficit)
Balance at December 31, 2022		-	$	-		12,563,426	$	1,256	$	48,442,355	$	(52,399,858	)	$	1,597		$	(3,954,650	)
Fair value of warrants issued to convertible debt holders		-		-		-		-		251,856		-			-			251,856
Stock based compensation		-		-		-		-		130,671		-			-			130,671
Net loss		-		-		-		-		-		(273,390	)		(1,597	)		(274,987	)
Balance at March 31, 2023		-	$	-		12,563,426	$	1,256	$	48,824,882	$	(52,673,248	)	$	-		$	(3,847,110	)
Conversion of convertible debt		-		-		72,464		7		43,471		-			-			43,478
Fair value of warrants issued to convertible debt holders		-		-		-		-		130,025		-			-			130,025
Fair value of warrants issued for equity method investments		-		-		-		-		108,220		-			-			108,220
Stock based compensation		-		-		-		-		130,671		-			-			130,671
Net loss		-		-								(3,174,217	)		-			(3,174,217	)
Balance as of June 30, 2023		-	$	-		12,635,890	$	1,263	$	49,237,269	$	(55,847,465	)	$	-		$	(6,608,933	)
Conversion of convertible debt		-		-		391,306		40		193,729		-			-			193,769
Additional shares issued on reverse stock split		-		-		2,838		-		-		-			-			-
Fair value of warrants issued for services		-		-		-		-		14,176		-			-			14,176
Fair value of warrants issued to convertible debt holders		-		-		-		-		437,953		-			-			437,953
Stock based compensation		-		-		-		-		130,671		-			-			130,671
Net loss		-		-		-		-		-		(1,015,143	)		-			(1,015,143	)
Balance at September 30, 2023						13,030,034		1,303		50,013,798		(56,862,608	)		-			(6,847,507	)

	Preferred Stock Shares		Amount		Common Stock Shares*		Amount*		Additional Paid-in Capital*		Accumulated Deficit			Non-controlling shareholders interest			Total Stockholders’ Equity (Deficit)
Balance at December 31, 2021		-		-		12,263,426	$	1,226	$	45,806,576	$	(42,111,701	)	$	35,211		$	3,731,312
Stock based option expense		-		-		-		-		94,466		-			-			94,466
Restricted stock awards		-		-		-		-		62,766		-			-			62,766
Net loss		-		-		-		-		-		(1,801,494	)		(8,752	)		(1,810,246	)
Balance at March 31, 2022		-	$	-		12,263,426	$	1,226	$	45,963,808	$	(43,913,195	)	$	26,459		$	2,078,298
Contribution by minority shareholders		-		-		-		-		-		-			9,653			9,653
Stock based option expense		-		-		-		-		94,462		-			-			94,462
Restricted stock awards		-		-		-		-		62,766		-			-			62,766
Net loss		-		-		-		-		-		(1,074,355	)		(12,977	)		(1,087,332	)
Balance at June 30, 2022		-		-		12,263,426		1,226		46,121,036		(44,987,550	)		23,135			1,157,847
Fair value of warrants issued		-		-		-		-		322,918		-			-			322,918
Shares issued for services		-		-		233,333		23		332,977		-			-			333,000
Restricted stock awards		-		-		66,667		7		109,993		-			-			110,000
Stock based option expense		-		-		-		-		1,013,056		-			-			1,013,056
Net loss		-		-		-		-		-		(3,302,844	)		(7,652	)		(3,310,496	)
Balance at September 30, 2022		-	$	-		12,563,426	$	1,256	$	47,899,980	$	(48,290,394	)	$	15,483		$	373,675

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

See accompanying notes to condensed consolidated financial statements.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended			Nine months ended
	September 30,			September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,464,347	)	$	(6,208,074	)
Net loss from discontinued operations		536,245			59,962
Net loss from continuing operations		(3,928,102	)		(6,148,112	)
Adjustments to reconcile net loss to net cash used in operating activities:
Derivative liability movements		(1,483,710	)		65,046
Depreciation		380,092			29,493
Amortization of debt discount		414,696			263,200
Loss on novation		1,066,165			-
Loss on conversion of debt to equity		77,247			-
Penalty on convertible debt		9,306			1,321,658
Unrealized loss on equity method investments		403,890			-
Shares issued for services		-			333,000
Stock based compensation		283,392			1,437,516
Fair value of warrants issued		122,797			322,918
Changes in Assets and Liabilities
Other current assets		47,628			(48,846	)
Accounts payable and accrued expenses		1,150,919			126,111
Related party payables		50,000			-
Interest accruals		281,383			54,042
Cash used in operating activities – continuing operations		(1,124,297	)		(2,243,974	)
Cash provided by (used in) operating activities – discontinued operations		35,286			(76,452	)
CASH USED IN OPERATING ACTIVITIES		(1,089,011	)		(2,320,426	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(44,405	)		(544,320	)
Investment in deposits		-			(12,792	)
Deposit refunded		4,800			-
Plant and equipment purchased		-			(40,500	)
Investment in equity method investment		(1,000,000	)		-
Net cash used in investing activities – continuing operations		(1,039,605	)		(597,612	)
Net cash used in investing activities – discontinued operations		(36,230	)		(41,320	)
CASH USED IN INVESTING ACTIVITIES		(1,075,835	)		(638,932	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		2,001,666			-
Repayment of convertible notes		(189,326	)		(1,147,063	)
Repayment of federal relief loans		(2,864	)		-
Net cash provided by (used in) financing activities – continuing operations		1,809,476			(1,147,063	)
Net cash provided by financing activities – discontinued operations		-			9,653
NET CASH PROVIDED BY (SUED IN) FINANCING ACTIVITIES		1,809,476			(1,137,410	)

NET DECREASE IN CASH		(355,370	)		(4,096,768	)
Cash and cash included in assets held for sale at the beginning of the period		374,765			5,449,751
CASH AT END OF PERIOD	$	19,395		$	1,352,983
RECONCILIATION OF OPENING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS
Cash	$	373,822		$	5,367,551
Cash included in assets held for sale		943			82,200
CASH AT THE BEGINNING OF THE PERIOD	$	374,765		$	5,449,751
RECONCILIATION OF CLOSING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS
Cash	$	19,395		$	1,348,702
Cash included in assets held for sale		-			4,281
CASH AT THE END OF THE PERIOD	$	19,395		$	1,352,983
CASH PAID FOR INTEREST AND TAXES:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	9,245		$	88,260
NON CASH INVESTING AND FINANCING ACTIVITIES
Fair value of warrants issued with convertible notes	$	819,834		$	-
Conversion of convertible debt to equity	$	160,000		$	-
Fair value of warrants issued for equity method investments	$	108,220		$	-

See notes to the unaudited condensed financial statements.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1	ORGANIZATION AND DESCRIPTION OF BUSINESS

Organizational History

On May 12, 2016, Innovative Payment Solutions, Inc., a Nevada corporation (“IPSI” or the “Company”) (originally formed on September 23, 2013 under the name “Asiya Pearls, Inc.”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation of the Merger. On May 27, 2016, the Company’s name was changed from “Asiya Pearls, Inc.” to “QPAGOS”.

Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior to the Merger, which were exercisable for an aggregate of approximately 621,920 shares of Common Stock as of the date of the Merger. Prior to and as a condition to the closing of the Merger, a then-current holder of 500,000 shares of Common Stock agreed to return 497,500 shares of Common Stock held by such holder to the Company and such holder retained an aggregate of 2,500 shares of Common Stock. The other then stockholders of the Company retained 500,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 4,992,900 shares of Common Stock which represented approximately 91% of the outstanding Common Stock.

The Merger was treated as a reverse acquisition of the Company, then a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation was treated as the acquirer for accounting and financial reporting purposes while the Company was treated as the acquired entity for accounting and financial reporting purposes.

Qpagos Corporation was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. (“Qpagos Mexico”) and Redpag Electrónicos S.A.P.I. de C.V. (“Redpag”). Each of the entities were incorporated in November 2013 in Mexico. Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag was formed to deploy and operate kiosks as a distributor.

On June 1, 2016, the board of directors of the Company (the “Board”) changed the Company’s fiscal year end from October 31 to December 31.

On November 1, 2019, the Company changed its corporate name from “QPAGOS” to “Innovative Payment Solutions, Inc.” Additionally, and immediately following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of the then outstanding Common Stock at a ratio of 1-for-10, effective on November 1, 2019 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each ten pre-split shares of Common Stock outstanding automatically combined into one new share of Common Stock without any further action on the part of the holders, and the number of outstanding shares of Common Stock was reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares.

On December 31, 2019, the Company consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the “Vivi Shares”) of common stock of Vivi Holdings, Inc. (“Vivi. or “Vivi Holdings”) pursuant to a Stock Purchase Agreement dated August 5, 2019 (the “SPA”). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The transactions contemplated by the SPA closed on December 31, 2019 after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company’s shareholders. As a result, the Company no longer has any business operations in Mexico and has retained its U.S. operations, currently based in Carmel By The Sea, California.

Description of current business

The Company is currently a fintech provider of digital payment solutions presently focused on, through its participation in IPSIPay Express (as defined below), developing a new account-to-account payment application called Instant Settlement in RealTime as well as traditional credit card processing services. The Company has in the past (under the name IPSIPay) and may in the future develop and operate “e-wallets” that enable consumers to deposit cash, convert it into a digital form and remit funds quickly and securely.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1	ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

IPSIPay Express

On April 28, 2023, the Company formed a new company called IPSIPay Express LLC (“IPSIPay Express”). This entity was formed as a Delaware limited liability company joint venture with Open Path, Inc. (“Open Path”) and EfinityPay, LLC (“EfinityPay”, and the Company, collectively with Open Path and EfinityPay, the “Members”) to develop and market a proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors.

On June 19, 2023, the Company entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”) with Open Path and EfinityPay to jointly provide for the governance of and rights of the Members with respect to IPSIPay Express. The effective date of the Operating Agreement is April 28, 2023.

IPSIPay Express was formed by the Members with the initial business purposes of providing credit card processing solutions and also a proprietary solution for real time bank-to-bank payment transactions in a manner that provides seamless and frictionless consumer and merchant experiences, with an initial focus on merchants operating in gaming and entertainment sectors. Such solutions are collectively referred to herein as “IPEX.”

Pursuant to the Operating Agreement, the Company agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in the aggregate amount of up to $1,500,000 (the “IPSI Capital Contribution”). The Company is required to make the IPSIPay Capital Contribution in three tranches of $500,000 (each, a “Tranche”), or such lesser amounts as may be unanimously approved by the Board of Managers of IPSIPay Express. With the full funding of each Tranche, the Company will automatically receive an 11.11% membership interest in IPSIPay Express (or a pro rata portion thereof if less than a full Tranche is funded), and Open Path and EfinityPay’s percentage interest in IPSIPay Express will be reduced pro rata accordingly. Should the Company contribute the full IPSI Capital Contribution, the Members will each own one-third (1/3) of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or will be made by the following dates and in the following amounts: (i) $200,000 of the initial Tranche was paid by the Company on June 21, 2023; (ii) the $300,000 balance of the initial Tranche was paid on August 4, 2023; (iii) the second $500,000 Tranche was paid in September 2023 and (iv) the third $500,000 Tranche is expected to be paid on or before November 30, 2023 (which may be subject to extension). Simultaneously with the funding of the initial Tranche, the Company issued to each of Open Path and EfinityPay a five-year common stock purchase warrant (the “IPEX Warrant”) to purchase 133,334 shares of Common Stock with an exercise price of $0.45 per share. The Company is still obligated to issue to each of open Path and EfinityPay an additional IPEX Warrant to purchase 199,999 shares of common stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the initial Tranche. The shares of Common Stock underlying the IPEX Warrant issued in connection with the funding of the initial Tranche will be pro-rated based on the amount of the initial Tranche. Simultaneously with the funding of the second and third Tranche, the Company will issue to each of Open Path and EfinityPay an additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the second and third Tranches. If the full IPSI Capital Contribution is funded, Open Path and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares of Common Stock.

Frictionless Financial Technologies

On June 21, 2021. the Company acquired a 10% strategic interest in Frictionless Financial Technologies, Inc. (“Frictionless”). Frictionless agreed to deliver to the Company, a live fully compliant financial payment Software as a Service solution for use by the Company as a digital payment platform (which was subsequently branded as IPSIPay) that enables payments within the United States and abroad, including Mexico, together with a service agreement providing a full suite of product services to facilitate the Company’s anticipated product offerings. The Company had an irrevocable right to acquire up to an additional 41% of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired.

On August 26, 2021, the Company formed a new subsidiary, Beyond Fintech, Inc. (“Beyond Fintech”), in which it owns a 51% stake, with Frictionless owning the remaining 49%. Beyond Fintech acquired an exclusive license to a product known as Beyond Wallet, to further its objective of providing virtual payment services allowing U.S. persons to transfer funds to Mexico and other countries.

On May 12, 2023, the Company entered into an Agreement with Frictionless (the “May 2023 Frictionless Agreement”) to unwind the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company; (ii) the warrant to purchase 30,000,000 shares of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled; (iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (the “Beyond Fintech Shares”); and (iv) the rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b) participate in future financings of Frictionless and (c) appoint a board member of Frictionless, were terminated. The consideration to the Company for the assignment of the Beyond Fintech Shares to Frictionless was a credit against potential future services to be provided by Frictionless to the Company in an amount up to $250,000. As a result of the novation agreement with Frictionless discussed below (see note 5), the Company no longer utilizes, and does not expect to utilize, the services of Frictionless for the foreseeable future. The collectability of the remaining credit receivable of $231,431 has been impaired.

On September 5, 2023, the Company’s entered into a novation agreement whereby it assigned all its rights and interest in its e-wallet product, IPSIPay, and its receivables and payables due from and to Frictionless, related to IPSIPay, to a third party in order to concentrate all of its efforts on the IPSIPay Express joint venture. See note 5 for further information.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2	ACCOUNTING POLICIES AND ESTIMATES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2023 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with the audited financial statements of IPSI for the year ended December 31, 2022, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023.

All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise.

Principles of Consolidation

The unaudited condensed consolidated financial statements as of September 30, 2023, include the financial statements of the Company and its subsidiary in which it has a majority voting interest, until May 12, 2023, the date of disposal of its Beyond Fintech subsidiary. Pursuant to the May 2023 Frictionless Agreement, the Company disposed of its 51% interest in Beyond Fintech. Therefore as of May 12, 2023 the Company has no subsidiaries. See note 4 for further information.

All significant inter-company accounts and transactions have been eliminated in the unaudited condensed consolidated financial statements.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of long-lived investments, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful accounts.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in the generation of continuing losses by the Company, but which will only be resolved when one or more future events occur or fail to occur.

The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2	ACCOUNTING POLICIES AND ESTIMATES (continued)

Fair Value of Financial Instruments

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. We evaluate the fair value of variably priced derivative liabilities on a quarterly basis and report any movements thereon in earnings.

Risks and Uncertainties

The Company’s operations are and will be subject to significant risks and uncertainties including financial, operational, regulatory, and other risks, including the potential risk of business failure. These risks include, without limitation, risks associated with (i) launching and scaling the IPSIPay Express products and the use by customers of such products, (ii) developing and implementing successful marketing campaigns and other strategic initiatives; (iii) competition, (iv) compliance with applicable laws, rules and regulations (including those related to fund remittance); (v) the Company’s outstanding indebtedness, including the Company’s ability to repay or extend the maturity of such indebtedness (see notes 11 and 12); (vi) inflation and other economic factors and (vii) the Company’s ability to obtain necessary financing. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities.

The Company’s results may also be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. Many of these risks are beyond the Company’s control and are unpredictable. The Company may be unable to adequately manage such risks and similar risks, which could impair the viability of the Company.

Recent accounting pronouncements

The Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended September 30, 2023. None of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2	ACCOUNTING POLICIES AND ESTIMATES (continued)

Reporting by Segment

No segmental information is required as the Company only has one operating segment.

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, 2023 and December 31, 2022, respectively, the Company had no cash equivalents.

The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At September 30, 2023 and December 31, 2022, the balance exceed the federally insured limit by $0 and $120,580, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

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 September 30, 2023 and December 31, 2022.

Investments

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn’t result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%, and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income.

Plant and Equipment

Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

Description		Estimated Useful Life

Kiosks (not used in the Company’s current business)		7 years

Computer equipment		3 years

Office equipment		10 years

The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2	ACCOUNTING POLICIES AND ESTIMATES (continued)

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

The Company’s revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue Recognition.

The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions:

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

recognize revenue as the performance obligation is satisfied.

The Company had minimal revenues of $(28) and $0 for the three months ended September 30, 2023 and 2022, respectively and $410 and $0 for the nine months ended September 30, 2023 and 2022, respectively.

Share-Based Payment Arrangements

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations.

Prior to the Company’s reverse merger which took place on May 12, 2016, all share-based payments were based on management’s estimate of market value of the Company’s equity. The factors considered in determining management’s estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available.

Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments.

Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Common Stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued.

Subsequent to the Company’s reverse merger which took place on May 12, 2016, the Company has utilized the market value of its Common Stock as quoted on the OTCQB, as an indicator of the fair value of its Common Stock in determining share- based payment arrangements.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2	ACCOUNTING POLICIES AND ESTIMATES (continued)

Derivative Liabilities

ASC Topic 815, Derivatives and hedging (“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

The Company is based in the U.S. and currently enacted U.S. tax laws are used in the calculation of income taxes.

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of September 30, 2023 and December 31, 2022, there have been no interest or penalties incurred on income taxes.

Comprehensive income

Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. The Company does not have any comprehensive income (loss) for the periods presented.

3	LIQUIDITY MATTERS AND GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company had a net loss of $4,464,347 and $10,331,424, respectively. In connection with preparing the unaudited condensed consolidated financial statements for the nine months ended September 30, 2023, management evaluated the risks described in Note 2(f) above on the Company’s business and its future liquidity for the next twelve months from the date of issuance of these financial statements.

The accompanying financial statements for the three and nine months ended September 30, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing, as well as potentially launching and deriving cash from IPEX during 2023 and into 2024. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis (including as required to meet its funding obligations to IPSIPay Express), the Company will be required to delay, reduce the scope of or terminate the Company’s development and operations. Continuing as a going concern is dependent upon its ability to successfully secure other sources of financing and attain cash flow positive and profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has determined that there currently is substantial doubt about their ability to continue as a going concern.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

4	DISPOSAL OF INVESTMENT IN FRICTIONLESS AND BEYOND FINTECH

On May 12, 2023, the Company entered into the May 2023 Frictionless Agreement to unwind the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company (representing a 10% ownership interest in Frictionless); (ii) the warrant to purchase 30,000,000 shares of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled; (iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (representing a 51% ownership interest in Beyond Fintech) (the “Beyond Fintech Shares”); and (iv) the rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b) participate in future financings of Frictionless and (c) appoint a board member of Frictionless were terminated. The consideration to the Company for the assignment of the Beyond Fintech Shares to Frictionless is $250,000, which will be paid by Frictionless exclusively in the form of 20% credits against invoices for work done by Frictionless for the Company for the 18 month period following the closing under the existing software services between the Company and Frictionless. The May 2023 Frictionless Agreement has customary representations, indemnification and mutual release provisions. The closing of the transactions contemplated by the May 2023 Frictionless Agreement occurred on May 12, 2023.

The assets and liabilities disposed of as of May 12, 2023 were as follows:

	Amount
Assets

Current Assets
Cash	$	339

Non-current assets
Intangible assets		327,211
Security deposit		15,000
Investment		500,000
		842,211
Total assets		842,550

Liabilities

Current Liabilities
Accounts payable		97,126

Net assets sold		745,424
Proceeds due on disposal		(250,000	)
Net loss on disposal	$	495,424

5	NOVATION OF CERTAIN ASSETS AND LIABILITES

On September 5, 2023, the Company entered into a novation agreement with a third party whereby the third party assumed all of the Company’s debts, clients, and services and assumes all the rights and responsibilities of the Company under the SAAS Cloud Hosted Services Enablement Master Services Agreement, dated September 9, 2021 (the “SAAS Agreement”), including the information technology, supplier access, billing and rating technology, mobile wallet, debit card enablement, back-office support services, customer service, and consulting services related to the Company’s IPSIPay mobile application.

Pursuant to the novation agreement, Frictionless released the Company from all its obligations, debts, and liabilities under the SAAS Agreement as of September 5, 2023 and consented to the third party assuming these obligations. Each party agreed to indemnify the other party harmless for any damages, claims or expenses incurred by the other party.

The novation agreement also provided the third party a 30-day transition period in which the Company assisted the third party in transferring all the assets and obligations, including existing customers and wallets to the third party, thereafter the third party will no longer be permitted to operate the IPSIPay app under the brand name “IPSIPay”.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

5	NOVATION OF CERTAIN ASSETS AND LIABILITES (continued)

The assets and liabilities novated under the agreement as of September 5, 2023, were as follows:

	Amount
Assets

Current Assets
Receivable on sale of subsidiary	$	231,431

Non-current assets
Intangible assets		1,098,598
Total assets		1,330,029

Current Liabilities
Accounts payable		263,864

Net loss on novation	$	1,066,165

6	DISCONTINUED OPERATIONS

Effective May 12, 2023, the Company disposed of its investment in Beyond Fintech pursuant to the May 2023 Frictionless Agreement, as disclosed in note 4 above.

The following assets and liabilities are reported as discontinued operations:

	December 31,
	2022
Current assets
Cash	$	943
Non-current assets
Intangibles, net		291,320
Investment		500,000
Security deposit		15,000
Assets held for sale	$	807,263

Current liabilities
Accounts payable	$	33,810
Liabilities held for sale	$	33,810

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

6	DISCONTINUED OPERATIONS (continued)

The statement of operations from discontinued operations is as follows:

	Three months ended		Three months ended			Six months ended			Nine months ended
	September 30,		September 30,			September 30,			September 30,
	2023		2022			2023			2022

Net Revenue	$	-	$	-		$	-		$	-

Cost of Goods Sold		-		-			-			-

Gross loss		-		-			-			-

General and administrative		-		15,618			40,821			59,962
Depreciation and amortization		-		-			-			-
Total Expense		-		15,618			40,821			59,962

Loss from operations before income taxes		-		(15,618	)		(40,821	)		(59,962	)

Income Taxes		-		-			-			-
Loss from discontinued operations, net of taxation	$	-	$	(15,618	)	$	(40,821	)	$	(59,962	)

7	INTANGIBLES

On August 26, 2021, the Company formed Beyond Fintech to acquire a product known as Beyond Wallet from a third party for gross proceeds of $250,000, together with the logo, use of name and implementation of the product into the Company’s technology. The Company owned 51% of Beyond Fintech with the other 49% owned by Frictionless. During the year ended December 31, 2022 and the nine months ended September 30, 2023, an additional $41,320 and $35,891, respectively, was spent on the software to further enhance the Beyond Wallet product offering. On May 12, 2023, Beyond Fintech was sold to Frictionless (see note 4 above).

During the year ended December 31, 2021, the Company paid gross proceeds of $375,000 to Frictionless for the development of the IPSIPay wallet, and during the year ended December 31, 2022 and the nine months ended September 30, 2023, an additional $1,127,400 and $44,405, respectively, was incurred by the Company to facilitate the functioning of the IPSIPay software in the cloud environment. On September 5, 2023, the Company novated all its rights and obligations to its IPSIPay wallet to a third party (see note 5 above).

	September 30, 2023						December 31, 2022
	Cost		Accumulated amortization		Net Book Value		Net book value
Purchased Technology - IPSIPay	$	-	$	-	$	-	$	1,401,491

Amortization expense was $93,095 and $12,629 for the three months ended September 30, 2023 and 2022, respectively, and $347,298 and $12,629 for the nine months ended September 30, 2023 and 2022, respectively.

8	EQUITY METHOD INVESTMENT

On April 28, 2023, the Company formed IPSIPay Express with OpenPath and EFinityPay (see note 1(b) above). As described in note 1(b), the Company has agreed to make the IPSI Capital Contributions to IPSIPay Express. As of September 30, 2023, the initial Tranche of $500,000 and the second Tranche of $500,000 of capital contributions was paid by the Company to or on behalf of IPSIPay Express.

The Company accounts for its investment in IPSIPay Express in accordance with ASC 323, Investments – Equity Method and Joint Ventures, The movement in equity method investments related to IPSIPay Express for the period ended September 30, 2023 is as follow:

	September 30, 2023
Cash contribution to IPSIPay Express	$	1,000,000
Fair value of warrants issued to third party joint venture partners		108,220
		1,108,220
Equity loss from joint venture		(403,890	)
	$	704,330

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9	INVESTMENTS

Investment in Frictionless Financial Technologies Inc.

On May 12, 2023, the Company assigned to Frictionless all common stock of Frictionless owned by the Company (representing a 10% ownership interest in Frictionless). refer Note 4 above.

10	LEASES

On March 22, 2021, the Company entered into a real property lease for an office located at 56B 5^th Street, Lot 1, #AT, Carmel By The Sea, California. The lease commenced on April 1, 2021 and is for a twelve month period, terminating on April 1, 2022. Following the expiry of the lease term, the landlord has agreed to continue the lease on a month-to-month basis at $4,800 per month. On January 1, 2023, the Company entered into a new month-to-month lease, with a 90 day termination clause, for a monthly rental of $5,088. The lease was terminated effective August 31, 2023.

The Company applied the practical expedient whereby operating leases with a duration of twelve months or less are expensed as incurred.

Total Lease Cost

Individual components of the total lease cost incurred by the Company is as follows:

		Nine months ended September 30, 2023				Nine months ended September 30, 2022
Operating lease expense		$	40,704			$	43,200

Other lease information:

	Nine months ended September 30, 2023			Nine months ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(40,704	)	$	(43,200	)

Remaining lease term – operating lease		Monthly			Monthly

11	FEDERAL RELIEF LOANS

Small Business Administration Disaster Relief loan

On July 7, 2020, the Company received a Small Business Economic Injury Disaster loan amounting to $150,000, bearing interest at 3.75% per annum and repayable in monthly installments of $731 commencing twelve months after inception with the balance of interest and principal repayable on July 7, 2050. The loan is secured by all tangible and intangible assets of the Company.

The Company has repaid an aggregate principal amount of $2,864 and interest of $3,715 as of September 30, 2023. The loan balance outstanding as of September 30, 2023, consists of principal of $147,136 and accrued interest thereon of $14,432, of which $3,295 is disclosed as current.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

12	NOTES PAYABLE

On February 16, 2021, the Company entered into separate Securities Purchase Agreements (the “Cavalry/Mercer SPAs”), with each of Cavalry Fund I LP (“Cavalry”) and Mercer Street Global Opportunity Fund, LLC (“Mercer”), pursuant to which the Company received $500,500 and $500,500 from Cavalry and Mercer, respectively, in exchange for the issuance of: (i) Original Issue Discount 12.5% Convertible Notes (the “Cavalry/Mercer Notes”) in the principal amount of $572,000 to each of Cavalry and Mercer; and (ii) five-year warrants (the “Original Cavalry/Mercer Warrants”) issued to each of Cavalry and Mercer to purchase 2,486,957 shares of Common Stock at an exercise price of $0.24 per share.

In connection with the December 30, 2022 Note Amendment Transaction, described in more detail in Note 13 below, the Original Cavalry/Mercer Warrants were irrevocably exchanged for 12-month non-convertible promissory notes in the amount of $482,000 (the “Exchange Notes”) to each of Cavalry and Mercer. This exchange caused the cancellation of the Original Cavalry/Mercer Warrants for all purposes. The Company accounted for the aggregate value of the notes issued of $964,000, less the fair value of the Original Cavalry/Mercer Warrants exchanged for these notes of $43,608, totaling $920,392 as a component of the loss on convertible debt.

The Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%). The Company shall have the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue 51,901,711 shares of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations under each of the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for future issuance.

Notes payable to Cavalry and Mercer at September 30, 2023 consists of the following:

Description	Interest Rate			Maturity date	Principal		Accrued Interest		September 30, 2023 Amount, net		December 31, 2022 Amount, net
Cavalry Fund I LP		10	%	December 30, 2023		482,000		36,685		518,685		482,134
Mercer Street Global Opportunity Fund, LLC		10	%	December 30, 2023		482,000		36,686		518,686		482,134
Total convertible notes payable					$	964,000	$	73,371	$	1,037,371	$	964,268

Interest expense totaled $24,635 and $0 for the three months ended September 30, 2023 and 2022, respectively, and $73,371 and $0 for the nine months ended September 30, 2023 and 2022, respectively.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13	CONVERTIBLE NOTES PAYABLE

December 2022 Note Amendment Transaction

The Company twice extended its indebtedness to each Cavalry and Mercer. On February 3, 2022, the Company agreed to extend the maturity date of the Cavalry/Mercer Notes to August 16, 2022. Additionally, on August 30, 2022, the Company entered agreements for an additional maturity date extension to November 16, 2022. In consideration for the second extension, the Company agreed to (i) increase the principal amount outstanding and due to Cavalry and Mercer under the Cavalry/Mercer Notes by twenty percent (20%) and (ii) issue to each of Cavalry and Mercer a new five-year warrant (each, an “Extension Warrant”) to purchase an additional 3,000,000 shares of Common Stock at an exercise price of $0.15 per share. The Extension Warrant contains the same terms and provisions in all material respects as the Original Warrants, except for difference in exercise price.

On December 30, 2022, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to December 30, 2023. Each of Cavalry and Mercer entered into Note Amendment Letter Agreement with the Company (the “Note Amendment”) pursuant to which the parties agreed to the following:

(1)

The conversion price of the Cavalry/Mercer Notes was reduced from $0.15 to $0.0115 per share (such reduced conversion price being the current conversion price of the Notes give the passage of the November 16, 2022 maturity date of the Cavalry/Mercer Notes). As a result of this change in conversion price, under the existing terms of the Cavalry/Mercer Notes, the 3,000,000 shares of Common Stock underlying the Extension Warrants was increased to 39,130,435 shares;

(2)

The Original Warrants issued on February 16, 2021 were irrevocably exchanged for 12-month non-convertible promissory notes in the amount of $482,000 (the “Exchange Notes”). This exchange caused the cancellation of the Original Warrants for all purposes. The Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%). The Company shall have the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue 51,901,711 shares of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations under each of the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for future issuance;

(3)

Each of Cavalry and Mercer agreed (i) not to convert all or any portion of the Cavalry/Mercer Notes until after March 30, 2023 and (ii) waive any events of default under the Cavalry/Mercer Notes and the Cavalry/Mercer SPAs;

(4)

Certain other warrants held by Cavalry and Mercer which contain a mandatory exercise provision allowing us to force exercise of such warrants if the price of the Common Stock is $0.06 per share or above were amended effective December 30, 2022 to reduce such forced exercise price to $0.04 per share; and

(5)

The Company was obligated to register the shares of Common Stock underlying the Cavalry/Mercer Notes and the shares underlying all warrants held by Cavalry and Mercer for resale with the Securities and Exchange Commission and the Company filed the registration statement to satisfy such registration obligation.

The parties also acknowledged that the principal and accrued interest under the Cavalry/Mercer Notes as of December 28, 2022 is equal to an aggregate of $2,264,784, or $1,132,392 for each of Cavalry and Mercer. In addition, as a result of the reduction in the conversion price of the Cavalry/Mercer Notes, certain other warrants held by third parties have their exercise price of such warrants reduced to $0.0115 per share. All of the shares of our Common Stock underlying the Cavalry/Mercer Notes as amended and all warrants held by Cavalry and Mercer as adjusted were registered for resale pursuant to a registration statement that was declared effective on February 6, 2023.

The amendments to the Cavalry/Mercer Notes were evaluated in terms of ASC 470, Debt, to determine if the amendments to the Cavalry/Mercer Notes were considered a modification of the debt or an extinguishment of the debt. Based on the penalty interest incurred on the convertible notes of $836,414, the reduction in the conversion price of the Cavalry/Mercer Notes from $0.15 to $0.0115 per share, which was valued at $1,499,577 using a Black-Scholes valuation model, the issuance of additional warrants to the Cavalry and Mercer valued at $238,182 using a Black-Scholes valuation model and the conversion of certain warrants held by Cavalry and Mercer to notes payable, resulting in an additional charge of $920,392, consisting of a mark-to-market warrant cost of $(43,608) and the value of the notes of $964,000 (see note 11 above) and the value of full rachet provisions of certain of the warrants issued to the Cavalry and Mercer amounting to $841,003 (see note 14 below), the amendment of the Cavalry/Mercer Notes was determined to be a debt extinguishment.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13	CONVERTIBLE NOTES PAYABLE (continued)

Convertible notes payable consists of the following:

Description	Interest Rate			Maturity date		Principal		Accrued Interest		Unamortized debt discount			September 30, 2023 Amount, net		December 31, 2022 Amount, net
Cavalry Fund I LP		10.00	%		December 30, 2023		1,091,754		64,339		-			1,156,093		1,133,301

Mercer Street Global Opportunity Fund, LLC		10.00	%		December 30, 2023		991,754		122,665		-			1,114,419		1,133,301

Quick Capital, LLC		8.00	%		December 20, 2023		62,857		1,405		(27,393	)		36,869		-

Red Road Holdings Corporation		17.13	%		June 15, 2024		146,900		1,241		(137,354	)		10,787		-

2023 convertible notes		8.00 to 12.00	%		December 31, 2023 to September 14, 2024		1,676,666		41,270		(580,167	)		1,137,769		-

Total convertible notes payable						$	3,969,931	$	230,920	$	(744,914	)	$	3,455,937	$	2,266,602

*	These notes were repaid on August 3, 2023. See note 18.

Interest expense totaled $83,829 and $49,912 for the three months ended September 30, 2023 and 2022, respectively, and $212,886 and $138,085 for the nine months ended September 30, 2023 and 2022, respectively.

Amortization of debt discount totaled $303,042 and $0 for the three months ended September 30, 2023 and 2022, respectively, and $414,696 and $263,200 for the nine months ended September 30, 2023 and 2022, respectively.

The Cavalry, Mercer and Red Road Holdings convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the Common Stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability.

Cavalry Fund LLP

On February 16, 2021, the Company closed a transaction with Cavalry pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022. The Note was convertible into shares of Common Stock at an initial conversion price of $0.23 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock at an initial exercise price of $7.20 per share.

As described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022 and again to December 30, 2023. In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding and due to Cavalry by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 100,000 shares of Common Stock at an exercise price of $4.50 per share. In consideration of the December 30, 2022 extension, the Company agreed to the following terms; (i) the conversion price of the Note was reduced from $4.50 to $0.345 per share; (ii) Cavalry agreed (a) not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA; (iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held by Cavalry for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration obligation.

On August 24, 2023, Cavalry converted $60,000 of interest into 173,914 shares of Common Stock at a conversion price of $0.345 per share realizing a loss on conversion of $28,696.

The balance of the Cavalry Note plus accrued interest at September 30, 2023 was $1,156,093.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13	CONVERTIBLE NOTES PAYABLE (continued)

Mercer Street Global Opportunity Fund, LLC

On February 16, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022. The Note is convertible into shares of Common Stock at an initial conversion price of $6.90 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock at an initial exercise price of $7.20 per share.

As described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022 and again to December 30, 2023. In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding and due to Mercer by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 100,000 shares of Common Stock at an exercise price of $4.50 per share. In consideration of the December 30, 2022 extension, the Company agreed to the following terms; (i) the conversion price of the Note was reduced from $4.50 to $0.345 per share; (ii) Mercer agreed (a) not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA; (iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held by Mercer for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration obligation.

On May 19, 2023, August 16, 2023 and August 30, 2023, Mercer converted an aggregate of $100,000 into 289,856 shares of common stock at a conversion price of $0.345 per share, realizing a loss on conversion of $48,551.

The balance of the Mercer Note plus accrued interest at September 30, 2023 was $1,114,419.

Quick Capital, LLC

On June 20, 2023, the Company closed a transaction with Quick Capital, LLC pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $12,857 in exchange for the issuance of a $62,857 Convertible Note, bearing interest at 8% per annum, which interest is earned on issuance of the note, and maturing on December 20, 2023. The Note is convertible into shares of Common Stock at an initial conversion price of $0.345 per share, in addition, the Company issued a warrant exercisable for 182,194 shares of Common Stock at an initial exercise price of $0.345 per share.

The balance of the Quick Capital Note plus accrued interest at September 30, 2023 was $36,870, net of unamortized debt discount of $27,393.

1800 Diagonal Street Lending LLC

●

On May 10, 2023, the Company closed a transaction with 1800 Diagonal Street Lending LLC (“1800 Diagonal”) pursuant to which the Company received net proceeds of $100,000, after an original issue discount and fees of $17,320 in exchange for the issuance of a $117,320 Convertible Note (the “May 1800 Diagonal Note”), bearing interest at 13% per annum, which interest is earned on issuance of the note, and maturing on May 10, 2024. The May 1800 Diagonal Note was convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion.

●

On June 13 2023, the Company closed a transaction with 1800 Diagonal, pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $12,700 in exchange for the issuance of a $62,700 Convertible Note (the “June 1800 Diagonal Note”), bearing interest at 17.33% per annum, which interest is earned on issuance of the note, and maturing on March 13, 2024. The June 1800 Diagonal Note was convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion.

On August 3, 2023, the Company settled in full, the outstanding convertible notes owing to 1800 Diagonal, for $194,386, including the principal amount of $180,020, early settlement penalty of $9,306 and interest thereon of $5,060.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13	CONVERTIBLE NOTES PAYABLE (continued)

Red Road Holdings Corporation

On September 9, 2023, the Company closed a transaction with Red Road Holdings Corporation (“RRH”) pursuant to which the Company received net proceeds of $125,000, after an original issue discount and fees of $21,900 in exchange for the issuance of a $146,900 Convertible Note, bearing interest at 13%, which interest is earned on issuance of the note, an effective interest rate of 17.13%, and maturing on June 15, 2024. The RRH Note is convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion.

The balance of the RRH Note plus accrued interest at September 30, 2023 was $10,787, net of unamortized debt discount of $137,354.

2023 Convertible Notes

Between February 13, 2023 and September 14, 2023, the Company entered into Securities Purchase Agreements with 24 accredited investors, pursuant to which the Company received an aggregate of $1,676,666 in gross proceeds in a private placement through the issuance of:

●

Convertible Promissory Notes (the “2023 Notes” and each a “2023 Note”); and

●

five-year warrants (the “2023 Warrants”) to purchase an aggregate 4,682,093 shares of Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events).

The 2023 Notes mature between 3.5 months and 12 months, bear interest at rates between 8% and 12% per annum, and are convertible into shares of Common Stock at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes may be prepaid at any time without penalty. The Company is under no obligation to register the shares of Common Stock underlying the Notes or the 2023 Warrants for public resale.

The 2023 Notes and the 2023 Warrants contain conversion limitations providing that a holder thereof may not convert the 2023 Notes or exercise the 2023 Warrants to the extent that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.

The balance of the 2023 Notes plus accrued interest at September 30, 2023 was $1,137,769, net of unamortized debt discount of $580,167.

14	DERIVATIVE LIABILITY

The convertible notes and warrants issued by the Company to Cavalry, Mercer and RRH as described herein have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time and certain notes and warrants have fundamental transaction clauses which might result in cash settlement, due to these factors, all convertible notes and any warrants attached thereto are valued and give rise to a derivative financial liability, which was initially valued at inception of the convertible notes using a Black-Scholes valuation model.

On December 30, 2022, the Company entered into the December 2022 Note Amendment transaction (“the Note Amendment”) as fully described under note 12 above. Included in the derivative liability is: (i) the Original Warrants which were exchanged for non-convertible promissory notes, (ii) the Cavalry and Mercer convertible notes which were subject to the Note Amendment and (ii) the Cavalry and Mercer Extension Warrants as well as certain other warrants due to Cavalry and Mercer and certain other warrant holders. The Note Amendment triggered a repricing of certain of these warrants.

The derivative liability on the Cavalry and Mercer convertible notes and the warrants affected by the note amendment were marked-to-market immediately prior to the Note Amendment resulting in a market to market movement on the original warrants, the convertible notes and the extension warrants and certain other warrants, which were subject to a full rachet provision, of $474,614. In addition, the Note and warrant Amendment gave rise to an additional derivative liability charge of $2,317,051 which was recorded as an expense in the loss on convertible notes charge in the statement of operations.

On May 10, 2023 and June 13, 2023, the Company entered into convertible note agreements with 1800 Diagonal which have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time, which gave rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $360,491 but limited to the cash value of the convertible notes of $150,000, using a Black-Scholes valuation model. These convertible notes were subsequently settled on August 3, 2023, resulting in the elimination of the derivative liability related to these notes.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

14	DERIVATIVE LIABILITY (continued)

On September 12, 2023, the Company entered into a convertible note agreement with RRH which has variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time, which gave rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $243,923 but limited to the cash value of the convertible notes of $125,000, using a Black-Scholes valuation model.

The net movement on the derivative liability for the three months ended September 30, 2023 was a net mark-to-market credit of $1,795,642 and for the nine months ended September 30, 2023 was a net market credit of $1,483,710, determined by using a Black-Scholes valuation model.

The following assumptions were used in the Black-Scholes valuation model:

	Nine months ended September 30, 2023			Year ended December 31, 2022
Conversion price	$	0.114 to $0.345		$	0.345 to $4.50
Risk free interest rate		3.60 to 5.55	%		0.79 to 4.73	%
Expected life of derivative liability		3.5 to 47 months			1.5 to 59 months
Expected volatility of underlying stock		158.72 to 217.01	%		120.49 to 258.3	%
Expected dividend rate		0	%		0	%

The movement in derivative liability is as follows:

	September 30, 2023			December 31, 2022
Opening balance	$	2,550,642		$	407,161
Derivative financial liability arising from convertible note and warrants		275,000			238,182
Derivative financial liability arising on note amendment included in loss on convertible notes		-			2,317,051
Fair value adjustment to derivative liability		(1,483,710	)		(411,752	)
	$	1,341,932		$	2,550,642

15	STOCKHOLDERS’ EQUITY

Common Stock

The Company has total authorized Common Stock of 750,000,000 shares with a par value of $0.0001 each. The Company had 13,030,034 and 12,563,426 shares of Common Stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.

On May 19, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 72,464 shares of Common Stock for the conversion of $25,000 of convertible debt, refer Note 13 above.

On August 16, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 72,464 shares of Common Stock for the conversion of $25,000 of convertible debt, refer Note 13 above.

On August 24, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 173,914 shares of Common Stock for the conversion of $60,000 of interest on convertible debt, refer Note 13 above.

On August 30, 2023, the Company effectuated a 1 for 30 reverse stock split, resulting in the issuance of an additional 2,838 shares to existing stockholders due to rounding of existing shareholdings. All share amounts disclosed in the unaudited condensed consolidated financial statements have been adjusted to reflect the Company’s 1 for 30 reverse stock split effectuated on August 30, 2023.

On August 31, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 144,928 shares of Common Stock for the conversion of $50,000 of convertible debt, refer note 13 above.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15	STOCKHOLDERS’ EQUITY (continued)

Restricted stock awards

A summary of restricted stock activity during the period January 1, 2022 to September 30, 2023 is as follows:

	Total restricted shares*		Weighted average fair market value per share*		Total unvested restricted shares*			Weighted average fair market value per share*			Total vested restricted shares*		Weighted average fair market value per share*
Outstanding January 1, 2022		716,500	$	1.47		341,583		$	1.47			374,917	$	1.47
Granted and issued		66,667		1.65		-			-			66,667		1.65
Forfeited/Cancelled		-		-		-			-			-		-
Vested		-		-		(170,791	)		(1.47	)		170,791		1.47
Outstanding December 31, 2022		783,167	$	1.50		170,792		$	1.47			612,375	$	1.50
Granted and issued		-		-		-			-			-		-
Forfeited/Cancelled		-		-		-			-			-		-
Vested		-		-		(170,792	)		(1.47	)		170,792		1.47
Outstanding September 30, 2023		783,167	$	1.50		-		$	-			783,167	$	1.50

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

The restricted stock granted, issued and exercisable at September 30, 2023 is as follows:

	Restricted Stock Granted and Vested
Grant date Price	Number Granted*		Weighted Average Fair Value per Share*
$1.47		683,167	$	1.47
$1.50		33,333		1.50
$1.65		66,667		1.65
		783,167	$	1.50

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

The Company has recorded an expense of $0 and $172,766 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $298,298 for the nine months ended September 30, 2023 and 2022, respectively.

Preferred Stock

The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized. No preferred stock was issued and outstanding as of September 30, 2023 and December 31, 2022.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15	STOCKHOLDERS’ EQUITY (continued)

Warrants

Effective July 8, 2022 (the “Effective Date”), the Company entered into an Endorsement Agreement with Pez-Mar, Inc., a California corporation (“Pez-Mar”), to furnish the services of Mario Lopez (“Lopez”). Pursuant to the Endorsement Agreement, Lopez will act as a Company spokesperson in connection with the promotion, advertisement and endorsement of the Company’s physical and virtual payment processing and money remittance business and the Company’s related products and services.

The Endorsement Agreement has a term of two (2) years from the Effective Date (the “Term”), which is subject to earlier termination on customary terms and conditions. The parties have agreed to certain deliverables of Lopez during the term of the agreement, including with respect to social media posts, television commercials, interviews and photo shoots. The Endorsement Agreement also contains other customary terms, covenants and conditions, including representations and warranties, restrictions on endorsements of competitive products during the term of the agreement, confidentiality, indemnification, and Pez-Mar and Lopez’s independent contractor status.

As compensation for the services provided under the Endorsement Agreement, Lopez or their designees are entitled to the following payments: (i) a cash endorsement fee of Three Hundred Thousand U.S. Dollars ($300,000 USD), payable as follows: (i) One Hundred Twenty-Five Thousand Dollars ($125,000) upon execution of the Endorsement Agreement, (ii) One Hundred Twenty-Five Thousand Dollars ($125,000) quarterly during the Term, beginning on the 90^th day following the Effective Date, and (iii) Fifty Thousand Dollars ($50,000) on or prior to the first anniversary of the Effective Date and (ii) warrants exercisable for an aggregate of Five hundred thousand (500,000) shares of the Common Stock at an exercise price of $1.035 per share. The Warrants shall have a three-year term commencing from the Effective Date. The right to exercise the Warrants shall be subject to vesting during the Term but shall vest in full upon the consummation of a fundamental transaction involving the Company or upon certain termination events provided for in the Endorsement Agreement. The Exercise Price may be payable via “cashless exercise”, unless the underlying Shares are registered under an effective registration statement under the Securities Act of 1933, as amended. The Shares are subject to certain “piggyback” registration rights.

On August 30, 2022, the Company extended the maturity date of the Cavalry/Mercer Notes and agreed to grant each note holder a warrant exercisable for 100,000 shares of Common Stock at an exercise price of $4.50 per share with an expiration date of August 30, 2027.

On December 30, 2022, the Company issued to Frictionless a 5 year warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $0.345 per share. The fair value of these warrants was $348,938 determined by using a Black-Scholes valuation model, which fair value was capitalized to purchased technology on the date of grant. On May 12, 2023, the Company entered into an agreement to cancel this warrant (see note 1(b)).

On December 30, 2022, the Company entered into the December 2022 Note Amendment Transaction, as fully described in note 11 above. In terms of the Note Amendment Transaction the following occurred:

●

The warrants issued to Cavalry and Mercer exercisable for 165,798 shares of Common Stock (82,899 for each of Cavalry and Mercer), were exchanged for two promissory notes of $482,000 each, as disclosed in note 11 above;

●

The warrants issued to Cavalry and Mercer on August 30, 2022, were subject to repricing and a full rachet increase in the number of warrants issued, resulting in an increase in the number of warrants by 2,408,696 (1,204,348 to each Cavalry and Mercer) and a reset of the exercise price to $0.345 per share. The additional warrants were valued at $841,003 using a Black-Scholes valuation model and was expensed in the statement of operations as a component of the loss on convertible debt.

●

An additional 457,895 warrants previously issued to Mercer, Iroquois Master Fund and Bellridge Capital LP were subject to repricing of the exercise price from a range of $1.50 to $4.50 per share to $0.345 per share. The change in the fair value of these warrants of $20,079, using a Black-Scholes valuation model was recorded as a component of the loss on convertible debt.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15	STOCKHOLDERS’ EQUITY (continued)

Warrants (continued)

Between February 13, 2023 and September 14, 2023, the Company entered into Securities Purchase Agreements with 124 accredited investors, as disclosed in note 13 above. In terms of these Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate 4,682,093 shares of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the 2023 Notes or the 2023 Warrants for public resale.

The 2023 Warrants contain conversion limitations providing that a holder thereof may not exercise the Warrants to the extent that, if after giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61^stday after such notice.

In connection with the formation of IPSIPay Express, the Company issued to each of the other venture partners, Open Path and EfinityPay, IPEX Warrants to purchase an aggregate of 133,334 shares of Common Stock with an exercise of $0.45 per share. The Company is obligated to issue each of open Path and EfinityPay additional IPEX Warrants to purchase 199,999 shares of Common Stock at a price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the remaining initial Tranche. Simultaneously with the funding of the second Tranche in September 2023, the Company became obligated to issue to each of Open Path and EfinityPay an additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the second Tranche. Simultaneously with the funding of the third Tranche, the Company will issue to each of open Path and EfinityPay an additional IPEX warrant to purchase 166,667 shares of common stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the third Tranche. If the full IPSI Capital Contribution is funded, Open Path and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares of Common Stock. See note 1(b) above.

The fair value of the warrants granted and issued, as described above, were determined by using a Black Scholes valuation model using the following assumptions:

	Nine months ended September 30, 2023
Exercise price	$	0.345
Risk free interest rate		3.77 to 4.42	%
Expected life		5 years
Expected volatility of underlying stock		187.40 to 190.77	%
Expected dividend rate		0	%

A summary of warrant activity during the period January 1, 2022 to September 30, 2023 is as follows:

	Shares Underlying Warrants*			Exercise price per share*		Weighted average exercise price*
Outstanding January 1, 2022		1,243,475		$	1.50 – 5.625	$	3.60
Granted		1,700,000			0.345 – 1.035		0.5478
Increase in warrants due to debt amendment full rachet trigger		2,408,696			0.345		0.345
Cancelled on debt amendment		(165,797	)		4.50		4.50
Exercised		-			-		-
Outstanding December 31, 2022		5,186,374		$	0.345 – 5.625	$	0.9000
Granted		4,982,096			0.345 – 4.50		0.3605
Forfeited		(33,333	)		1.50		1.5000
Cancelled on disposal of investment in Frictionless and Beyond Fintech		(1,000,000	)		0.345		0.3450
Exercised		-			-		-
Outstanding September 30, 2023		9,135,137		$	0.345 – 5.625	$	0.6667

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15	STOCKHOLDERS’ EQUITY (continued)

Warrants (continued)

The warrants outstanding and exercisable at September 30, 2023 are as follows:

		Warrants Outstanding*						Warrants Exercisable*
Exercise Price*		Number Outstanding*		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price*		Number Exercisable*		Weighted Average Exercise Price*		Weighted Average Remaining Contractual life in years
$	0.345		7,748,686		4.29				7,748,686				4.29
$	0.450		266,668		4.73				266,668				4,73
$	1.035		500,000		1.77				406,250				1.77
$	1.500		33,334		4.87				33,334				4.87
$	4.50		505,560		2.46				505,560				2.46
$	5.625		80,889		2.46				80,889				2.46
			9,135,137		3.97	$	0.6667		9,041,387	$	0.6629		4.07

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

The warrants outstanding have an intrinsic value of $0 and $0 as of September 30, 2023 and 2022, respectively.

Stock options

On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028.

The Plan is administered by the Board or a committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of Common Stock awarded to any individual during any fiscal year may not exceed 100,000 shares of Common Stock.

On October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031.

The 2021 Plan is administered by the Board or a Compensation Committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the 2021 Plan is 1,766,667 shares of Common Stock.

Under the 2021 Plan the Company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.

On July 11, 2022, the Board approved, granted and issued 500,000 ten-year incentive stock options, with immediate vesting, to the Company’s Chairman and Chief Executive Officer at an exercise price of $4.50 per share. This resulted in an immediate expense of $823,854 for the year ended December 31, 2022.

On September 13, 2022, the Company granted ten-year options exercisable for 6,667 shares of Common Stock, with immediate vesting, to each of its four non-executive directors, totaling options exercisable for 26,668 shares of Common Stock at an exercise price of $1.20 per share. This resulted in an immediate expense of $31,970 for the year ended December 31, 2022.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15	STOCKHOLDERS’ EQUITY (continued)

Stock options (continued)

A summary of option activity during the period January 1, 2022 to September 30, 2023 is as follows:

	Shares Underlying options*		Exercise price per share*		Weighted average exercise price*
Outstanding January 1, 2022		1,017,225		$4.50 to 12.00	$	4.50
Granted		526,668		1.20 – 4.50		4.20
Forfeited/Cancelled		-		-		-
Exercised		-		-		-
Outstanding December 31, 2022		1,543,893		$1.20 to 12.00	$	4.47
Granted		-		-		-
Forfeited/Cancelled		-		-		-
Exercised		-		-		-
Outstanding September 30, 2023		1,543,893		$1.20 to 12.00	$	4.47

*	After giving effect to a 1 for 30 reverse stock split on August 30, 2023.

The options outstanding and exercisable at September 30, 2023 are as follows:

		Options Outstanding*						Options Exercisable*
Exercise Price*		Number Outstanding*		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price*		Number Exercisable*		Weighted Average Exercise Price*		Weighted Average Remaining Contractual life in years
$	1.20		26,668		8.96				26,668				8.96
$	4.50		1,506,946		8.22				1,354,169				8.48
$	7.20		6,945		7.40				6,945				7.40
$	12.00		3,334		5.25				3,334				5.25
			1,543,893		8.19	$	4.47		1,391,116	$	4.47		8.23

The options outstanding have an intrinsic value of $0 as of September 30, 2023 and 2022.

The option expense was $94,464 and $950,290 for the three months ended September 30, 2023 and 2022, respectively, and $283,392 and $1,139,220 for the nine months ended September 30, 2023 and 2022, respectively.

16	NET LOSS PER SHARE

Basic loss per share is based on the weighted-average number of shares of Common Stock outstanding during each period. Diluted loss per share is based on basic shares as determined above plus Common Stock equivalents. The computation of diluted net loss per share does not assume the issuance of Common Stock that have an anti-dilutive effect on net loss per share. For the three months and nine months ended September 30, 2023 and 2022 all warrants, options and convertible debt securities were excluded from the computation of diluted net loss per share.

Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive for the three and nine months ended September 30, 2023 and 2022 are as follows:

	Three and nine months ended September 30, 2023 (Shares)		Three and nine months ended September 30, 2022 (Shares)
Convertible debt		13,046,469		491,290
Stock options		1,543,893		1,543,893
Warrants to purchase shares of Common Stock		9,135,137		1,943,472
		23,725,499		3,978,655

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

17	RELATED PARTY TRANSACTIONS

The following transactions were entered into with related parties:

James Fuller

On September 13, 2022, the Company granted Mr. Fuller ten-year options exercisable for 6,667 shares of Common Stock at an exercise price of $1.20 per share.

The option expense for Mr. Fuller was $0 and $7,993 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $7,993 for the nine months ended September 30, 2023 and 2022, respectively.

Mr. Fuller voluntarily resigned as a member of the Board of Directors effective as of our 2022 annual meeting of shareholders which occurred on November 3, 2022.

William Corbett

On July 11, 2022, the Company granted Mr. Corbett ten-year options exercisable for 500,000 shares of Common Stock at an exercise price of $4.50 per share.

On June 21, 2023, Mr. Corbett advanced the company $50,000 to cover certain working capital expenses, the advance is short term in nature, bears no interest and has no fixed repayment terms.

The option expense for Mr. Corbett was $66,587 and $890,441 for the three months ended September 30, 2023 and 2022, respectively and $199,760 and $1,023,614 for the nine months ended September 30, 2023 and 2022, respectively.

Clifford Henry

Mr. Henry has an oral consulting arrangement with the Company whereby he is paid $3,500 per month for financial and capital markets advice. This consulting agreement commenced in May, 2021 and was approved and ratified by the Board in March 2022. This consulting agreement and related payments were terminated in September 2022.

On September 13, 2022, the Company granted Mr. Henry, immediately vesting, ten-year options exercisable for 6,667 shares of Common Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.

The option expense for Mr. Henry was $0 and $7,993 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $7,993 for the nine months ended September 30, 2023 and 2022, respectively.

Madisson Butler

On September 13, 2022, the Company granted Ms. Butler (formerly known as Madisson Corbett), immediately vesting, ten-year options exercisable for 6,667 shares of Common Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.

The option expense for Ms. Butler was $0 and $7,993 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $7,993 for the nine months ended September 30, 2023 and 2022, respectively.

INNOVATIVE PAYMENT SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

17	RELATED PARTY TRANSACTIONS (continued)

David Rios

On September 13, 2022, the Company granted Mr. Rios, immediately vesting, ten-year options exercisable for 6,667 shares of Common Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.

The option expense for Mr. Rios was $0 and $7,993 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $7,993 for the nine months ended September 30, 2023 and 2022.

Richard Rosenblum

On July 11, 2022, the Company granted Mr. Rosenblum 66,667 restricted shares of Common Stock valued at $110,000, all of which are vested.

The option expense for Mr. Rosenblum was $27,879 for each of the three months ended September 30, 2023 and 2022, and $83,636 for each of the nine months ended September 30, 2023 and 2022.

18	COMMITMENTS AND CONTINGENCIES

The Company has notes payable and convertible notes payable, disclosed under notes 12 and 13 above, which mature between December 30, 2023 and September 14, 2024. The Company may settle the notes payable, at its option by the issue of common shares and should the convertible notes not be converted to Common Stock prior to their maturity dates, the Company may need to repay the principal and interest outstanding on these notes.

19	SUBSEQUENT EVENTS

On October 19, 2023, the Company closed a transaction with Red Road Holdings Corporation (“RRH”) pursuant to which the Company received net proceeds of $60,000, after an original issue discount and fees of $13,450 in exchange for the issuance of a $73,450 Convertible Note, bearing interest at 13%, or $9,548, which interest is earned on issuance of the note and maturing on July 30,2024. The RRH Note is convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion.

On October 20, 2023, the Company entered into Securities Purchase Agreements with an accredited investor, pursuant to which the Company received an aggregate of $50,000 in gross proceeds in a private placement through the issuance of a Convertible Promissory Note and a five-year warrant to purchase an aggregate 144,928 shares of Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events. The convertible Promissory Note matures on October 20, 2024 and bears interest at 8% per annum, and are convertible into shares of Common Stock at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes may be prepaid at any time without penalty. The Company is under no obligation to register the shares of Common Stock underlying the Notes or the 2023 Warrants for public resale.

On November 1, 2023, the Company received an extension of the payment date of the third Tranche due under the IPSIPay Express Operating Agreement from October 31, 2023 to November 30, 2023.

On November 8, 2023, the Company received a notice of conversion from Cavalry, converting $100,000 of accrued interest into 289,855 shares of common stock at a conversion price of $0.345 per share.

Other than the above, the Company has evaluated subsequent events through the date the financial statements were issued, and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

All references to “we,” “us,” “our” and the “Company” refer to Innovative Payment Solutions, Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.

Overview

We are a provider of digital payment solutions and services to businesses and consumers.

Our historical core business was focused on operating and developing “e-wallets” that enabled consumers to deposit cash, convert it into a digital form, and remit the funds to Mexico and other countries quickly and securely. Our flagship e-wallet, IPSIPay^®, was focused on the consumer market and was fully launched in July 2022 after a soft launch in December 2021.

The IPSIPay platform (which can be used both business-to-business and business-to-consumer) facilitated the transfer of funds in digital form to other countries, initially Mexico but also, India and the Philippines, primarily from hand-held devices as well as on desktop or laptop computers.

Our launch plan for IPSIPay was to target lower income, migrant communities in California (notably in the agriculture industry) and expanding to other states with large migrant populations such as Texas and Florida. We not only believed that the addressable market for IPSIPay was large and growing, but that servicing this market is socially responsible. Based on our public announcement in May 2023, described below, we exited the e-wallet line of business by novating all of our rights and obligations thereunder to a third party. We may in future develop another e-wallet product.

In May 2023, we publicly announced a new line of business called IPSIPay Express^TM. This business is being operated via a three-way joint venture in the form of a Delaware limited liability company named IPSIPay Express, LLC (“IPSIPay Express”) between our company and payment industry veterans OpenPath, Inc. (“OpenPath”) and eFinityPay, LLC (“eFinityPay”). The purposes of IPSIPay Express is to develop and market a proprietary consumer to merchant real-time payment platform called Instant-Settlement in RealTime™ as well as to provide traditional credit card processing services initially focused on the fast-growing online gaming and entertainment sectors.

On June 19, 2023, we entered into a Limited Liability Company Operating Agreement (the “IPEX Operating Agreement”) with OpenPath and EfinityPay, to provide for the terms of the IPSIPay Express joint venture. Pursuant to the IPEX Operating Agreement, The Company has agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in the aggregate amount of up to $1,500,000 (the “IPSI Capital Contribution”). The Company has made two tranches of capital contributions of $500,000 each, with a third tranche still to be made. With the full funding of each tranche, The Company currently owns 22.22% of the joint venture which percentage will increase to 33.33% on contribution of the third tranche of $500,000. Should the Company contribute the full IPSI Capital Contribution, the Members will each own one-third of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or shall be made by the following dates and in the following amounts: (i) $200,000 of the initial tranche was paid by the Company on June 21, 2023; (ii) the $300,000 balance of the initial tranche was paid on August 4, 2023; (iii) the second $500,000 tranche was paid during September 2023 and (iv) the third $500,000 tranche was to be paid by October 31, 2023 but is now expected to be paid on or before November 30, 2023.

Also, May 12, 2023, we entered into an agreement with one of our technology partners, Frictionless Financial Technologies, Inc. (“Frictionless”), to, among other things, divest ourselves of our interest in Frictionless and in Beyond Fintech, Inc., a joint venture entity we owned with Frictionless which has been developing an application called Beyond Wallet. See Note 1(b) to the accompanying financial statements for further information.

Known Trends, Demands, Commitments, Events or Uncertainties Impacting Our Business

Launch and Scaling of E-Wallets; IPSIPay Express

IPSIPay

Having achieved full commercial integration and launch of the IPSIPay app during the third quarter of 2022, the key for our business was to scale the number of IPSIPay downloads achieved and revenue generated from transactions process by customers via IPSIPay.

We generated nominal IPSIPay-related revenue during the first half of 2023, with the initial goal of increasing revenues over time. In the current environment, it was taking longer than expected to win a customer’s trust and resulting fees generated by the usage of IPSIPay. Based on the slow growth rate in revenues, we elected to novate the Company’s rights and obligations to the IPSIPay platform and related e-wallet business to a third party who intends to invest and grow the business based on the existing platform and e-wallet. However, we retain the rights to develop e-wallets under the name “IPSIPay” in the future.

IPSIPay Express

While we believe the IPSIPay Express opportunity has great promise, as of the date of this report, IPEX has not been launched and we have derived no revenue or cash distributions from IPSIPay Express. No assurances can be given that IPSIPay Express will be successfully launched or will generate revenues or otherwise have a positive impact on our results of operations. We believe IPSIPay Express could be commercially launched and generate initial revenues in the fourth quarter of 2023, but no assurances can be provided that this will be achieved or that (i) we will be able to raise funds satisfactory to fulfill all of our capital contributions to IPSIPay Express or (ii) that we will ever receive distributions of free cash flow from IPSIPay Express. Moreover, the IPSIPay Express product offering will be targeting so-called “high risk” sectors such as online gaming and entertainment, which also carries certain risks.

Inflation

Macro-economic conditions could affect consumer spending adversely and consequently our future operations. The U.S experienced a period of significant inflation over the past several years, and while inflation has abated somewhat in the U.S., continuing high consumer prices and high interest rates arising from the Federal Reserve’s efforts to contain inflation could impact consumer’s desire to purchase goods and services utilizing our payment products and services and may increase our costs overall. However, as of the date of this report, we do not expect there to be any material impact on our liquidity as forecast in our business plan due to recent inflationary concerns in the U.S.

Foreign Exchange Risks

We intend to operate in several European countries. Changes and fluctuations in the foreign exchange rate between the US Dollar and the Euro, may in future have an effect our results of operations.

Critical Accounting Estimates

Preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. Significant accounting policies are fundamental to understanding our financial condition and results as they require the use of estimates and assumptions which affect the financial statements and accompanying notes. See Note 2 - Summary of Significant Accounting Policies of the Notes to the condensed Consolidated Financial Statements included in Part I, Item I of this Form 10-Q for further information.

The critical accounting policies that involved significant estimation included the following:

Derivative liabilities

We have certain short-term convertible notes and certain warrants which have fundamental transaction clauses which might result in cash settlement. The conversion feature of these convertible notes and warrants are recorded as derivative liabilities which are valued at each reporting date.

The derivative liability is valued using the following inputs:

●

Conversion prices;

●

Current market prices of our equity

●

Risk free interest rates;

●

Expected remaining life of the derivative liability;

●

Expected volatility of the underlying stock; and expected dividend rates

Any change in the above factors such as a change in risk free interest rates, a significant increase or decrease in our current stock prices and a change in the volatility of our Common Stock may result in a significant increase or decrease in the derivative liability.

Impairment of Investments and Intangible assets

The value of our intangibles were novated to a third party during the current quarter, prior to the novation, our intangible assets had not produced material revenues on which to assess whether the income generated from these assets could support the carrying value of these assets. For impairment testing of intangibles we determine the fair value of the underlying assets using an income-based approach which estimates the fair value using a discounted cash flow model. Key assumptions in estimating fair values include projected revenue growth and the weighted average cost of capital. Based on the novation of our remaining intangible asset to a third party, we no longer have indefinite lived intangible assets to consider for impairment.

Results of Operations

Results of Operations for the Three Months Ended September 30, 2023 and 2022

Net revenue

We recorded a minimal of revenues of $(28) during the three months ended September 30, 2023 and we did not have revenues during the three months ended September 30, 2022. We pivoted to focus our attention on the IPSIPay Express joint venture, we expect to generate initial revenues through the joint venture during the fourth quarter of 2023. We are focusing all of our efforts on developing and launching IPSIPay Express, which we believe has a higher possibility for revenue generation in both the near and long term.

Cost of goods sold

Cost of goods sold was $387 for the three months ended September 30, 2023 and consists primarily of bank and merchant related fees and chargebacks. We had no cost of goods sold, as we did not have revenues during the three months ended September 30, 2022.

General and administrative expenses

General and administrative expenses were $745,688 and $2,705,833 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $1,960,145 or 72.4%. The decrease primarily due to the following:

	(i)	Selling and marketing costs were $87,361 and $412,567 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $325,206 or 78.8%. The decrease is primarily related to the fair value of immediately vesting warrants issued to Mario Lopez in the prior year valued at $289,654; the cessation of the social media campaign promoting the IPSIPay wallet, which in the prior year amounted to $21,934 and a reduction in marketing expenses of $19,899 which included the launch costs of the IPSIPay platform in September of the prior year. The Company has divested itself of the IPSIPay platform on September 5, 2023 and is concentrating its efforts on developing the IPSIPay Express business.

	(ii)	Payroll expenses was $278,345 and $1,290,681 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $1,012,336 or 78.4%. The decrease is primarily attributable to the reduction in stock based compensation of $855,826 related to immediately vesting options issued to our CEO in the prior year and a reduction in restricted stock expense of $172,785 related to restricted stock issued to our CFO in the prior year and the amortization of vesting stock awards issued to our CEO in 2021.

	(iii)	Consulting fees was $15,000 and $193,000 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $178,000 or 92.2%, The decrease is primarily due to immediately vesting restricted stock issued to two marketing consultants in the prior year amounting to $168,000 and additional consulting expenses amounting to $10,000 relating to the marketing consultants and certain once off IT consulting.

	(iv)	Professional fees were $131,867 and $454,613 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $322,746 or 71.0%. The decrease is primarily due to the scaling back and subsequent cessation of the relationship with Frictionless during the current period, through the disposal of certain assets to Frictionless and the subsequent novation of the remaining IPSIPay assets to a third party as we focus all of our attention on the IPSIPay Express business opportunity.

	(v)	The balance of the general and administrative expenses decreased by approximately $121,857 which is made up of several individually insignificant expenses.

Depreciation and amortization

Depreciation was $100,387 and $20,500 for the three months ended September 30, 2023 and 2022, respectively, an increase of $79,887, primarily due to the depreciation of the software platform which was subsequently novated to a third party on September 5, 2023.

Loss on debt conversion

Loss on debt conversion was $58,769 and $0 for the three months ended September 30, 2023 and 2022, respectively, an increase of $58,769 or 100%. The loss on debt conversion related to the conversion of $135,000 of convertible debt into 391,306 shares of common stock.

Penalty on convertible notes

Penalty on convertible notes was $9,306 and $602,100 for the three months ended September 30, 2023 and 2022, a decrease of $592,794 or 98.5%. The decrease is attributable to the prior year modification of the maturity date of two convertible notes, resulting in the negotiation of a 20% repayment penalty on the convertible notes and the value of the warrants to purchase 6,000,0000 shares of our Common Stock that were issued to the note holders as additional compensation for extending the maturity date of the convertible notes.

Loss on novation

Loss on novation was $1,066,165 and $0 for the three months ended September 30, 2023 and 2022, respectively, an increase of $1,066,165 or 100%. The loss on novation arose due the novation of the IPSIPay platform and all rights and obligations associated with the service agreement with Frictionless to a third party.

Fair value of warrants issued

Fair value of warrants issued was $14,176 and $0 for the three months ended September 30, 2023 and 2022, respectively, an increase of $14,176 or 100.0%. We issued a replacement warrant exercisable for 33,334 shares to an investor during the current period.

Interest expense, net

Interest expense was $110,328 and $51,340 for the three months ended September 30, 2023 and 2022, respectively, an increase of $58,988 or 114.9%. The increase is related to the additional $1,026,666 of convertible note funding raised during the current period to fund our investment in the IPSIPay Express joint venture which is expected to become operational in the fourth quarter of 2023.

Amortization of debt discount

Amortization of debt discount was $303,042 and $0 for the three months ended September 30, 2023 and 2022, respectively, an increase of $303,042 or 100.0%. The increase is primarily due to the amortization of debt discount related to the valuation of warrants, derivative liabilities and OID’s and fees paid on the $2,001,666 of convertible debt raised during the current year.

Derivative liability movements

Derivative liability movements were $1,795,642 and $84,895 for the three months ended September 30, 2023 and 2022, respectively, an increase of $1,710,747 or 2,015.1%. The derivative liability arose due to the issuance of convertible securities and warrants with a fundamental transaction clause allowing for a cash settlement of the convertible note at the option of the holder. The credit during the current period represents the decrease in the mark-to-market value of the derivative liability due to a decrease in our stock price and the cash settlement of certain convertible notes which had derivative liability features.

Net loss from equity method investment

Net loss from equity method investment was $402,509 and $0 for the three months ended September 30, 2023 and 2022, respectively, an increase of $402,509 or 100.0%. On April 28, 2023, we formed a new Delaware limited liability company called IPSIPay Express LLC as a three-way joint venture with two other entities to develop and market a proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors. On June 19, 2023, we entered into the IPEX Operating Agreement with Open Path, Inc. and EfinityPay, LLC to memorialize the terms of our IPSIPay Express joint venture. The loss represents our proportionate share of the operating expenses of the joint venture and the additional loss associated with the increase in the basis of our investment from 11.11% to 22.22%, based on the net asset value of the joint venture.

Net loss from continuing operations

Net loss from continuing operations was $1,015,143 and $3,294,878 for the three months ended September 30, 2023 and 2022, respectively, a decrease in loss of $2,279,735 or 69.2%. The decrease is primarily due to the decrease in general and administrative expenses, the decrease in penalty on convertible notes and the derivative liability movements, offset by, the loss on novation , the increase in depreciation expenses and the amortization of debt discount, which are discussed in detail above.

Operating loss from discontinued operations

Operating loss from discontinued operations was $0 and $15,618 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $15,618 or 100.0%. Our Beyond fintech subsidiary was disposed of in the previous quarter.

Net loss

Net loss was $1,015,143 and $3,310,496 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $2,295,353 or 69.3%. The decrease is primarily attributable to the decrease in net loss from continuing operations, as discussed in detail above.

Results of Operations for the Nine Months Ended September 30, 2023 and September 30, 2022

Net revenue

We recorded minimal revenues of $410 during the nine months ended September 30, 2023 and we did not have revenues during the nine months ended September 30, 2022. We pivoted to focus our attention on the IPSIPay Express joint venture, we expect to generate initial revenues through the joint venture during the fourth quarter of 2023. We are focusing all of our efforts on developing and launching IPSIPay Express, which we believe has a higher possibility for revenue generation in the near and longer term.

Cost of goods sold

Cost of goods sold was $2,756 for the nine months ended September 30, 2023 and consists primarily of bank and merchant related fees and chargebacks. We had no cost of goods sold, as we did not have revenues during the nine months ended September 30, 2022.

General and administrative expenses

General and administrative expenses were $2,753,266 and $4,326,413 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $1,573,147 or 36.4%. The decrease is primarily due to the following:

	(i)	Selling and marketing expenses were $348,003 and $498,494 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $150,491 or 30.2%. The decrease is primarily due to the fair value of the prior period immediately vesting warrants granted to Mario Lopez, offset by the monthly amortization of vesting warrants during the current period, and a reduction in both social media marketing and marketing expenses related to the launch of the IPSIPay platform and e-wallet in the prior year.

	(ii)	Payroll expenses were $836,887 and $1,998,232 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $1,161,345 or 58.1%. The decrease is primarily attributable to the reduction in stock based compensation of $855,826 related to immediately vesting options issued to our CEO in the prior year and a reduction in restricted stock expense of $298,298 related to restricted stock issued to our CFO in the prior year and the amortization of vesting stock awards issued to our CEO in 2021.

	(iii)	Legal fees were $611,178 and $335,846 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $275,332 or 82.0%. The increase is primarily due to the legal matters relating to unfair dismissal matters which were claimed in the prior year by several individuals.

	(iv)	Professional fees were $583,873 and $734,300 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $150,427 or 20.5%. The decrease is due to the reduction in professional fees paid for social media management in the prior year.

	(v)	Consulting fees was $85,000 and $247,900 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $162,900 or 65.7%. The decrease is primarily due to immediately vesting restricted stock issued to two marketing consultants in the prior year amounting to $168,000.

	(v)	The balance of the general and administrative expenses decreased by approximately $223,316 which is made up of several individually insignificant expenses.

Depreciation

Depreciation was $380,092 and $29,493 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $350,599, primarily due to the depreciation of the software platform of $347,298 prior to its novation to a third party during the current period.

Loss on debt conversion

Loss on debt conversion was $77,247 and $0 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $77,247 or 100%. The loss on debt conversion related to the conversion of $160,000 of convertible debt into 463,770 shares of common stock.

Penalty on convertible notes

Penalty on convertible notes was $9,306 and $1,321,658 for the nine months ended September 30, 2023 and 2022, a decrease of $1,312,352 or 99.3%. The decrease is due to the repayment of one convertible note and the modification of the maturity date of two convertible notes during the prior year, resulting in the triggering of the repayment penalty per the convertible note agreements as well as additional penalties for the extension of the maturity date of convertible notes in the prior year.

Loss on novation

Loss on novation was $1,066,165 and $0 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $1,066,165 or 100%. The loss on novation arose due the novation of the IPSIPay platform and all rights and obligations associated with the service agreement with Frictionless to a third party.

Fair value of warrants issued

Fair value of warrants issued was $14,176 and $0 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $14,176 or 100.0%. We issued a replacement warrant exercisable for 33,334 shares to an investor during the current period.

Interest expense, net

Interest expense was $290,628 and $142,302 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $148,326 or 104.2%. The increase is related to the additional $2,001,666 of convertible note funding raised during the current year to fund the company’s investment in the IPSIPay Express joint venture which is expected to become operational in the second half of the year.

Amortization of debt discount

Amortization of debt discount was $414,696 and $263,200 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $151,496 or 57.6%. The increase is primarily due to the amortization of debt discount related to the valuation of warrants, derivative liabilities and OID’s and fees paid on the $2,001,666 of convertible debt raised during the current year.

Derivative liability movements

Derivative liability movements were $1,483,710 and $(65,046) for the nine months ended September 30, 2023 and 2022, respectively, a movement of $1,548,756 or 2,381.0%. The derivative liability arose due to the issuance of convertible securities and warrants with a fundamental transaction clause allowing for a cash settlement of the convertible note at the option of the holder. The charge during the current period represents the decrease in the mark-to-market value of the derivative liability due to a decrease in the share price and the increase in interest rates over the prior year.

Net loss from equity method investment

Net loss from equity method investment was $403,890 and $0 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $403,890 or 100.0%. On April 28, 2023, we formed a new Delaware limited liability company called IPSIPay Express LLC as a three-way joint venture with two other entities to develop and market a proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors. On June 19, 2023, we entered into the IPEX Operating Agreement with Open Path, Inc. and EfinityPay, LLC to memorialize the terms of our IPSIPay Express joint venture. The loss represents our proportionate share of the operating expenses of the joint venture and the additional loss associated with the increase in the basis of our investment from 11.11% to 22.22%, based on the net asset value of the joint venture.

Net loss from continuing operations

Net loss from continuing operations was $3,928,102 and $6,148,112 for the nine months ended September 30, 2023 and 2022, respectively, a decrease in loss of $2,220,010 or 36.1%. The decrease is primarily due to the decrease in general and administrative expenses, the decrease in the penalty on convertible notes and the movement in derivative liabilities, offset by, the loss on novation, the increase in interest expense and the increase in the amortization of debt discount, all discussed in detail above.

Operating loss from discontinued operations

Operating loss from discontinued operations was $40,821 and $59,962 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $19,141 or 31.9%. Beyond Fintech was disposed of in May 2023.

Loss on disposal of subsidiary

Loss on disposal of subsidiary was $495,424 and $0 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $495,424 or 100.0%. On May 12, 2023, the Company entered into an Agreement with Frictionless to unwind the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. The Company assigned to Frictionless all common stock of Frictionless owned by the Company and all shares of common stock of Beyond Fintech owned by the Company. The consideration to the Company for the assignment of the Beyond Fintech Shares to Frictionless was $250,000, resulting in a net loss on disposal of $495,424.

Net loss

Net loss was $4,464,347 and $6,208,074 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $1,743,727 or 28.1%. the decrease is primarily attributable to the decrease in net loss from continuing operations and the loss on disposal of subsidiary and investment, as discussed in detail above.

Liquidity and Capital Resources

To date, our primary sources of cash have been funds raised primarily from the sale of our debt and equity securities.

We have an accumulated deficit of $56,862,608 through September 30, 2023 and incurred negative cash flow from operations of $1,089,011 for the nine months ended September 30, 2023. Our primary focus was on launching and operating e-wallets that enable consumers to deposit cash, convert it into a digital form and remit the funds to Mexico and other countries quickly and securely, which will require us to spend, substantial amounts in connection with implementing our business strategy. During the second quarter we formed a new Delaware limited liability company called IPSIPay Express LLC as a three-way joint venture with two other entities to develop and market a proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors. On June 19, 2023, we entered into the IPEX Operating Agreement to memorialize the terms of the joint venture.

At September 30, 2023, we had cash of $19,395 and working capital deficit of $7,416,133 including a derivative liability of $1,341,932. After eliminating the derivative liability our working capital deficit is $6,074,201. Subsequent to September 30, 2023, between October 19, 2023 and October 20, we raised $110,000 through the issuance of convertible notes to accredited investors.

We used cash of $1,089,011 and $2,320,426 in operations for the nine months ended September 30, 2023 and 2022, respectively. Overall cash used in operations decreased by $1,231,415 due to cost containment efforts to preserve cash balances.

We invested a further $80,635 in our e-wallet platforms to enhance the product offering and to further develop the Beyond Wallet application (which was discontinued in May 2023). We also invested $1,000,000 in our IPSIPay Express joint venture to develop and market a proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors.

We generated cash of $1,809,476 during the current period primarily $2,001,666 from convertible notes issued to investors to bridge our working capital and repaid $189,326 of convertible notes. Cash utilized in financing activities for the nine months ended September 30, 2022 included the repayment of a convertible note of $1,147,063.

At September 30, 2023, we had outstanding convertible notes, including interest thereon of $4,200,851 (before unamortized debt discount of $744,915) and outstanding promissory notes, including interest thereon of $1,037,371. The notes contain certain covenants, such as restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The notes bear interest at a rates of 8% to 17.3% per annum. and are convertible into our common stock at conversion prices ranging from fixed conversion prices of$0.0115 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events), to variable conversion prices of 60% of lowest trading prices over a 20 trading day period. Should the investors choose not to convert these convertible notes, we may need to repay these notes together with interest thereon which will impact on our liquidity.

Pursuant to the IPSIPay Express joint venture agreement, we are required to invest another $500,000 in the JV by November 30, 2023, failing which our share of the joint venture will remain at 22.22%.

However, given our losses and negative cash flows, we will be required to raise significant additional funds to progress our business as planned by issuing equity or equity-linked securities. Should this occur, our stockholders would experience dilution, perhaps significantly. Additional debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any additional debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders and require significant debt service payments, which diverts resources from other activities. Moreover, there is a risk that financing may be unavailable to support our operations on favorable terms, or at all.

There is also a significant risk that none of our plans to raise financing will be implemented in a manner necessary to sustain us for an extended period of time. If adequate funds are not available to us when needed, we may be required to continue with reduced or discontinued operations or to obtain funds through arrangements that may require us to relinquish rights to technologies or potential markets, any of which could have a material adverse effect on our company. In addition, our inability to secure additional funding when needed could cause our business to fail or become bankrupt or force us to wind down or discontinue operations.

We do not have any off balance sheet financing arrangements as of the date of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

Not required for smaller reporting companies.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), our management carried out an evaluation, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of September 30, 2023 are not effective due to a lack of written policies and procedures to address all material transactions and developments impacting our financial statements.

(b) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fiscal quarter ended September 30, 2023.

Our management is committed to improving our controls and procedures by, among other matters, continuing to consider and adopt appropriate policies and procedures to address all material transactions and developments impacting our financial statements. However, our management does not expect that our disclosure controls and procedures and our internal control processes, even if improved, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Part II. Other Information

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Below is a description of our outstanding pending litigation matters. Litigation is subject to inherent uncertainties and an adverse result in the below described or other matters may arise from time to time that may harm our business.

Voloshin v. Innovative Payment Solutions, Inc.

On October 20, 2021, a complaint was filed against our company and certain of its officers and directors with the Occupational Safety and Health Administration of the United States Department of Labor (“OSHA”), captioned Naum Voloshin, Yulia Rey, Alexander Voloshin, Andrey Novikov, and Frank Perez v. Innovative Payment Solutions, Inc., William Corbett, Richard Rosenblum, Madisson Corbett, Jim Fuller, Cliff Henry and David Rios. The complaint generally alleged that complainants, four former employees of our company and one employee who was on suspension, did not receive compensation to which they claim they were entitled and that they were wrongfully terminated for engaging in protected activities in violation of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A. The complaint sought reinstatement of complainants’ employment, monetary damages including back pay, raises, bonuses, benefits, overtime, emotional distress and loss of reputation, orders of abatement and injunctive relief, and costs of litigation.

In early 2022, OSHA dismissed the claims of Ms. Rey and Mr. Perez; they appealed that decision. We moved to dismiss the remaining claims and as of this writing OSHA took no action with respect to that motion.

On May 25, 2022, the parties held a mediation in an attempt to resolve the matters. The mediation was unsuccessful.

On October 26, 2022, OSHA scheduled a hearing on Ms. Rey’s and Mr. Perez’s appeal for April 5, 2023. On November 8, 2022, the claimants’ counsel informed us that all five claimants intended to exercise their right to file a lawsuit in federal court and asked if we would stipulate to dismissal of Rey’s and Perez’s OSHA claims without prejudice. We agreed and a stipulation of dismissal without prejudice was filed on November 10, 2022.

On November 7, 2022, the same five employees filed a lawsuit, not in federal court, but in the California Superior Court for the County of Los Angeles, against IPSI and the same individuals against whom they had asserted their OSHA claim. The complaint asserted claims for, inter alia, breach of contract, failure to pay wages and failure to reimburse expenses under the California Labor Code and asserting retaliation claims under the California Labor Code. On December 16, 2022, the same five employees filed an amended complaint dropping all defendants from the case except Mr. Corbett and IPSI. The amended complaint asserts claims for violations of California Labor Code Section 1102.5; wrongful termination in violation of public policy; breach of contract; breach of covenant of good faith and fair dealing; violation of California Labor Code Section 201; waiting time penalties (Cal. Lab. Code Sections 201 & 203) and violation of California Labor Code Section 2802

Defendants moved to compel arbitration on February 17, 2023. As a result of that motion and a stipulated order entered by the court, all proceedings are stayed until the motion to compel arbitration is heard and decided. The hearing for the motion to compel arbitration was scheduled for May 4, 2023. The court held its ruling in abeyance to allow limited discovery and additional briefing. The court had issued a tentative ruling denying our motion to compel arbitration. The court ordered plaintiffs to take their case to arbitration on August 30, 2023. Plaintiffs, however, have declined to file an arbitration and filed a petition for writ of mandate to challenge the order on October 27, 2023. The California Court of Appeals denied the petition on November 1, 2023.

Consequently, we filed a motion with the court for the appointment of an arbitrator and for the setting of a deadline for arbitration to be completed. The federal court declined to grant defendants IPSI and Williams Corbett (“defendants”) an extension of time until November 13 to file an answer and has ordered defendants and plaintiff to hold a meet and confer on the motion to stay. Accordingly, defendants answered the complaint on October 27, 2023. Counsel are holding a meet and confer regarding the stay motion on November 15, 2023. On the motion to stay the federal case until the arbitration in the state case occurs, defendants will argue that, because the parties and factual allegations in the arbitration and the federal case are exactly the same, the court should stay the federal case to allow the arbitration to be completed which will simplify the issues in the federal case or even resolve it completely.

We anticipate filing the motion to stay on or about November 27. The reasons are: a) court rules require us to wait five days after the meet and confer and to file a joint statement about the meet and confer before filing the motion; b) the motion must be noticed for a day within 35 days of filing the motion and the court hears motions on Mondays only; c) Monday Dec. 25, 2023 and Monday Jan. 1, 2024 are holidays. Accordingly, the next date that the motion can be heard is January 8, 2024.

If the motion to stay is denied, defendants will file a motion for judgment on the pleadings.

We may engage in alternative dispute resolution with the plaintiffs but there can be no assurance that these efforts will be successful. While the outcome of the anticipated civil action is uncertain at this point, we intend to vigorously defend against the action.

Minkovich v. Corbett, et al.

On May 26, 2022, Mr. Jan Minkovich (“Minkovich”) filed a lawsuit in California Superior Court in Los Angeles County (Minkovich v. Corbett, et al., CASE NO. 22CHCV00377) against our company and our Chairman and Chief Executive Officer William Corbett. The complaint asserts six causes of action for: (I) breach of contract; (II) nonpayment of wages; (III) waiting time penalties; (IV) failure to indemnify for alleged employee business expenses; (V) violation of Section 17200 of the California Business and Professional Code; and (VI) wrongful termination of employment in violation of public policy. Minkovich seeks $570,000 in damages, penalties, and attorneys’ fees plus shares equal to five percent (5%) ownership of our company.

We are vigorously defending these claims, which are premised upon a putative three-year employment agreement that is not signed by our company or Mr. Corbett, and which Minkovich admits in his complaint that we expressly refused to sign.

We and Mr. Corbett filed a motion to compel arbitration. The motion was denied on October 4, 2022. We and Mr. Corbett have appealed that decision to the California Court of Appeal. As a result of the appeal, the court case is stayed until the appeal is decided, which we expect to take at least six months. As a result of the stay, the demurrer (the equivalent of a motion to dismiss) we and Mr. Corbett filed has yet to be decided and will not be decided unless the court’s decision is sustained on appeal. Otherwise, the case shall proceed to arbitration. We filed our opening brief on July 14, 2023, the case is in abeyance while we appeal our motion to compel arbitration. Plaintiffs obtained an extension and filed their answering brief in September 2023. Our reply brief is due on December 11, 2023.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Between July 18, 2023 and September 14, 2023, we entered into Securities Purchase Agreements with 13 accredited investors, pursuant to which we received an aggregate of $976,666 in gross proceeds from the Investors through the initial closing of a private placement issuance of:

●

Convertible Notes Promissory (the “Notes” and each a “Note”); and

●

five-year warrants (the “Warrants” and each a “Warrant”) to purchase an aggregate 2,470,906 shares of the Company’s common stock (the “Common Stock”) at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events).

The Notes mature between 3.5 months and 12 months, and bear interest at rates from 8% to 12% per annum, and are convertible into shares of Common Stock at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events).

The Notes may be prepaid at any time without penalty. The Company is under no obligation to register the shares of Common Stock underlying the Notes or the Warrants for public resale.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit No.		Exhibit Description

31.1*		Certification of William Corbett, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of Richard Rosenblum, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule15d-14(a)
32.1*		Certification of William Corbett, Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Richard Rosenblum, Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INNOVATIVE PAYMENT SOLUTIONS, INC.

Date: November 13, 2023	By:	/s/ William D. Corbett
		William D. Corbett
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 13, 2023	By:	/s/ Richard Rosenblum
		Richard Rosenblum
		President & Chief Financial Officer
		(Principal Financial and Accounting Officer)