UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, DC 20549

 FORM 10-K

 (Mark one)

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

 For the fiscal period
ended December 31, 2024

 or

 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

 (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 Street, Lot
1, #AT

 Carmel by the Sea, CA 93921

 (Address of principal
executive offices) (Zip Code)

 (866) 477-4729

 (Registrant's telephone
number, including area code)

 Securities registered
pursuant to Section 12(b) of the Act: None

 Securities registered
pursuant to Section 12 (g) of the Act: Common Stock, $0.0001 par value.

if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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

whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation
S-T (section 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

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 the definitions 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.

whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2024,
the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's
common stock held by non-affiliates of the registrant was approximately $ 2,000,025 (based upon the closing sale price of the registrant's
common stock reported on June 28, 2024 of $0.155 per share). This calculation excludes shares held by the registrant's current
directors and executive officers and stockholders that the registrant has concluded are affiliates of the registrant.

 As of March 30, 2025, the issuer had 70,377,731 shares
of common stock outstanding.

 Documents incorporated by reference: None

 FORM 10-K

 Page

 PART I.

 Cautionary Note Regarding Forward-Looking Statements

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART III.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 PART IV.

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 SIGNATURES

 i

 Unless the context
requires otherwise, references in this Report to "we," "us," "our," "the Company" "IPSI"
and "Innovative Payment Solutions," refer to Innovative Payment Solutions, Inc. and its subsidiaries.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on
Form 10-K 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.
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 this Annual Report On 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," "project," "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 and adversely 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 "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of Operation" sections contained in this
Annual Report on Form 10-K. You should thoroughly read this Annual Report on form 10-K 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 Annual Report on Form 10-K relate only to events or information as of the date of this Annual Report on Form
10-K. 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. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report will
prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Considering
the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any
obligation to update any forward-looking statements.

 Summary Risk Factors

 Our business faces significant
risks and uncertainties of which investors should be aware before making a decision to invest in our common stock. If any of the following
or similar risks are realized, our business, financial condition and results of operations could be materially and adversely affected.
The following is a summary of the more significant risks relating to the Company. A more detailed description of our risk factors set
forth under the caption "Risk Factors" in this Annual Report on Form 10-K.

 We have had no revenue generating operations to date with
 our current IPSIPay Express business model.

 We have generated and we will likely continue to generate,
 operating losses and experience negative cash flows, and it is uncertain whether we will achieve profitability.

 We have a present need for additional funding, which raises
 questions about our ability to continue as a going concern. We may be unable to raise capital when needed, which would force us to
 delay, reduce or eliminate our product development programs or commercialization efforts.

 We have not generated sufficient revenue or cash flow to
 pay our convertible notes, and conversion of such debt into shares of common stock, which could cause significant dilution.

 Servicing our debt requires a significant amount of cash.
 Our ability to generate sufficient cash to service our debt depends on many factors beyond our control.

 Covenant restrictions under our indebtedness may limit
 our ability to operate our business.

 We identified material weaknesses in our internal controls,
 and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will
 not occur in the future.

 The payment services industry is highly competitive, and
 many of our competitors are larger and have greater financial and other resources.

 There is uncertainty as to market acceptance of our technology,
 products and services.

 We are dependent on technology networks and systems to
 process, transmit and securely store electronic information and we could be subject to liability if our technology systems fail to
 be secure.

 We are subject to economic risks that could impact the
 overall level of consumer spending.

 If consumer confidence in our business deteriorates, our
 business, financial condition and results of operations could be adversely affected.

 We expect to be subject to extensive government regulation
 if we are deemed to be engaged in a regulated business and we are faced with the risk that new regulations applicable to our business
 will be enacted.

 The regulatory regime governing digital assets and offerings
 of digital assets is evolving and uncertain, and new regulations or policies may materially adversely affect our development.

 The laws and regulations indirectly affecting our industry
 is constantly evolving and failure to comply could adversely impact our business.

 We may have difficulty managing our growth, which may divert
 resources and limit our ability to successfully expand our operations.

 We may not be able to complete or integrate successfully
 any potential future acquisitions, partnerships or joint ventures.

 We are subject to the discretion of administrative enforcement
 agencies.

 Major bank failure or sustained financial market illiquidity,
 or illiquidity at our clearing, cash management and custodial financial institutions, could adversely affect our business, financial
 condition and results of operations.

 As our business develops, we will need to implement enhanced
 compliance processes, procedures and controls with respect to the rules and regulations that apply to our business.

 If we cannot keep pace with rapid developments and change
 in our industry and provide new services to our clients, the use of our services could decline, reducing our revenues.

 Our systems and our third-party providers' systems
 may fail due to factors beyond our control, which could interrupt our service, cause us to lose business and increase our costs.

 Unauthorized disclosure of data, whether through cybersecurity
 breaches, computer viruses or otherwise, could expose us to liability, protracted and costly litigation and damage our reputation.

 Customer complaints or negative publicity about our customer
 service could affect attractiveness of our services adversely and, as a result, could have an adverse effect on our business, financial
 condition and results of operations.

 Our payment system might be used for fraudulent, illegal
 or improper purposes, which could expose us to additional liability and harm our business.

 We may not be able to successfully protect the intellectual
 property we license or own and may be subject to infringement claims.

 We may use open-source software in a manner that could
 be harmful to our business.

 We do not have and may be unable to obtain sufficient insurance
 to protect ourselves from business risks.

 We rely on certain key personnel and in a dynamic industry
 like ours, the ability to attract, recruit, retain and develop qualified personnel is critical to our success and growth.

 There is currently a limited public trading market for
 our common stock and one may never develop.

 Because our common stock may be a "penny stock,"
 it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely
 affected.

 Our stock price has been subject to significant volatility,
 and future volatility may result in our investors incurring substantial losses.

 Because we became public by means of a reverse merger,
 we and our shareholders may be faced with regulatory constraints, and we may not be able to attract the attention of brokerage firms.

 Compliance with the reporting requirements of federal securities
 laws are expensive and time consuming.

 Our investors' ownership will likely be diluted in
 the future.

 Our Board of Directors has historically had significant
 control over us and we have yet to establish committees comprised of independent directors.

 We do not have an independent compensation committee, which
 presents the risk that compensation and benefits paid to those executive officers who are board members and other officers may not
 be commensurate with its financial performance.

 Limitations on director and officer liability and indemnification
 of our officers and directors by our articles of incorporation, as amended, and by-laws may discourage stockholders from bringing
 suit against an officer or director.

 We are responsible for the indemnification of our officers
 and directors.

 We do not expect to pay dividends on our common stock in
 the foreseeable future.

 Item 1. Business

 Company Overview

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

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

 IPSIPay Express

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

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

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

 Pursuant to the Operating
Agreement, the Company agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in the aggregate amount
of up to $1,500,000 (the "IPSI Capital Contribution"). The Company was required to make the IPSIPay Capital Contribution
in three tranches of $500,000 (each, a "Tranche"), or such lesser amounts as may be unanimously approved by the Board
of Managers of IPSIPay Express. With the full funding of each Tranche, the Company will automatically receive an 11.11% membership
interest in IPSIPay Express (or a pro rata portion thereof if less than a full Tranche is funded), and OpenPath and EfinityPay's
percentage interest in IPSIPay Express will be reduced pro rata accordingly. Should the Company contribute the full IPSI Capital Contribution,
the Members will each own one-third (1/3) of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or will
be made by the following dates and in the following amounts: (i) $200,000 of the initial Tranche was paid by the Company on June
21, 2023; (ii) the $300,000 balance of the initial Tranche was paid on August 4, 2023; (iii) the second $500,000 Tranche was
paid in September 2023 and (iv) the third $500,000 Tranche was expected to be paid on or before November 30, 2023. In late 2023,
the Company agreed with its joint venture partners that such investment was not required as IPEX is not operational. The need for any
additional advances will be addressed with the joint venture partners once IPEX becomes operational and begins generating revenue, the
Company's current equity holding in IPSIPay Express remains at 22%.

 Simultaneously with
the funding of the initial Tranche, the Company issued to each of OpenPath and EfinityPay a five-year Common Stock purchase warrant (the
"IPEX Warrant") to purchase 133,334 shares of Common Stock with an exercise price of $0.45 per share. We are
still obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 199,999 shares of Common
Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately prior
to the funding of the initial Tranche. Simultaneously with the funding of the second Tranche, we are obligated to issue to each of OpenPath
and EfinityPay an additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average
public closing price of the Common Stock for the three trading days immediately prior to the funding of the second Tranche. Should we
decide to fund a third Tranche, we will be obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 shares
of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately
prior to the funding of the third Tranche. If the full IPSI Capital Contribution is funded, OpenPath and EfinityPay will receive IPEX
Warrants to purchase an aggregate of 1,333,334 shares of Common Stock.

 Merger agreement
with Business Warrior Corporation

 Business Warrior Corporation
("Business Warrior") is a publicly listed, revenue generating fintech company that offers PayPlan, a comprehensive lending
software platform that includes marketing services for lenders and businesses. We believed that a potential combination with a fintech
company that generates some revenue monthly would complement the development and commercial launch of our IPSIPay Express TM products
and potentially other product offerings.

 On July 28, 2024, the
Company entered into an Agreement and Plan of Merger by and among the Company, IPSI Merger Sub, Inc., a Delaware corporation and a newly
formed, wholly owned subsidiary of the Company ("Merger Sub") and Business Warrior.

 On January 22, 2025,
the Company and Business Warrior mutually agreed to terminate the Agreement and Plan of Merger dated July 28, 2024. This decision reflects
our shared understanding and agreement that discontinuing the merger is in the best interest of both parties.

 2024 Business Developments

 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. We expect that revenue will be generated by IPSIPay Express through fees derived from merchant
processing fees, money transfer fees, and commissions on international bill payment processing. To date, our activities related to IPSIPay
Express have included the following:

 Securing Banking Relationships. To engage in traditional
 credit card processing or the proposed IPEX account-to-account payment solution, it is necessary to work with qualified banking institutions
 through which transactions are processed. As of the date of this Report, such relationships are not in place.

 Assisting with Payment Logistics. We have been working
 with our IPSIPay Express joint venture partners to establish the systems and technology necessary to effectuate payments through
 IPEX. As of the date of this Report, the establishment of such systems and technology is still ongoing, which is the primary reason
 why IPEX has not been commercially launched to date.

 Securing Customers. Our management has also been
 working to secure potential customers for IPEX. These customers would include gaming and entertainment businesses.

 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 during the current fiscal
year, 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.

 Our Strategy and Market

 We offer digital payment
solutions and services to businesses and consumers.

 We believe the money
remittance business is changing after 50 years of an industry controlled by a very small number of large corporations. According to publicly
available data from Statista, total global remittance payments are estimated to reach over $913 billion in 2025, of which digital payments
are estimated to reach approximately 30% ($273.5 billion) of total remittances. Our ability to capture even a fraction of this massive
global market represents our largest value proposition.

 Marketing

 We do not have a formal
marketing plan for IPSIPay Express. However, we, together with our joint venture partners, OpenPath and EfinityPay, have been leveraging
existing business relationships, particularly in the gaming and entertainment industries, to attract potential customers to use the IPEX
payment processing solutions.

 Once we have established
a core base of customers and are generating sufficient revenues, we will consider the need for a formal marketing plan for IPEX.

 Competition

 The payment service
business is highly competitive and continued growth depends on our ability to compete effectively. Companies like Western Union, Money
Gram, Paypal, and Venmo, dominate the money remittance business, and most of our competitors have far greater sources of financing, greater
name recognition and have been engaged in the industry longer than we have.

 Intellectual Property

 On April 28, 2023, we
formed IPSIPay Express. This entity was formed as a joint venture with OpenPath, Inc. and EfinityPay, LLC to develop and market a
proprietary consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors.

 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.

 On December 31, 2024,
we fully impaired our investment in IPSIPay Express due to the length of time it has taken since inception to establish a revenue stream.
The expected period to generate any revenues remains uncertain and we are unable to justify the carrying value of the joint venture at
this time.

 Government and Environmental Regulation
and Laws

 We act as a facilitator
between consumers and finance product providers, and therefore operate in a highly regulated industry. While we do not believe that our
core business as a facilitator presently is subject to significant government regulation our finance product providers are subject to
a variety of regulations aimed at preventing money laundering and financing criminal activity and terrorism, financial services regulations,
payment services regulations, consumer protection laws, currency control regulations, advertising laws and privacy and data protection
laws and therefore may expect to experience periodic investigations by various regulatory authorities in connection with the same, which
may sometimes result in monetary or other sanctions being imposed upon them. Many of these laws and regulations are constantly evolving
and are often unclear and inconsistent with other applicable laws and regulations, making compliance challenging, and may indirectly
increase our operating costs and legal risks (or directly should it be determined that our business model is or becomes subject to more
extensive regulation). Any violations of any of the foregoing or similar laws, rules or regulations could adversely affect our ability
to maintain IPSIPay Express, which could have a material adverse effect on our operations and financial condition.

 Human Capital/Employees

 As of December 31, 2024,
we had 3 full time employees, including our Chief Executive Officer and our President and Chief Financial Officer and 1 part-time
consultant. None of our employees are represented by a labor union, and we consider our employee relations to be good.

 Our Corporate History
and Background

 On May 12, 2016, 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 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 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 Electr nicos 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 "2019
Reverse Stock Split"). As a result of the 2019 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.

 The Merger was treated
as a reverse acquisition of our company, which was 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 IPSI was treated as the acquired
entity for accounting and financial reporting purposes.

 Pursuant to a Stock
Purchase Agreement dated June 22, 2021 (the "Frictionless SPA"), we acquired a 10% common stock interest in Frictionless.
Frictionless agreed to deliver to us, a live, fully compliant financial payment Software as a Service solution for use by us as a digital
payment platform 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 our anticipated product offerings. Under the terms of the Frictionless SPA, we were granted
irrevocable rights to (i) participate up to fifty percent (50%) in future financings of Frictionless and (ii) acquire up to an additional 41%
of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired. Further, pursuant to
the Frictionless SPA, we agreed to issue to Frictionless or its designees a non-restricted, non-dilutable, five-year warrant to purchase 1,000,000
(30,000,000 pre-split) shares of our common stock at an exercise price of $4.50 ($0.15 pre-split) per share based on the delivery
of the financial payment software in accordance with the SPA. On December 30, 2022, we issued a warrant to Frictionless in satisfaction
of this obligation. Due to the pricing of financings undertaken by us between the date of the Frictionless SPA and the date the warrant
was granted, the exercise price of the warrant was set upon issuance at $0.345 ($0.0115 pre-split) per share. Further, the warrant
issued to Frictionless was for restricted shares of common stock and the "non-dilutable" provision was omitted.

 On August 26, 2021,
we formed a new subsidiary, Beyond Fintech to acquire a product known as Beyond Wallet from a third party, together with the logo, use
of name and implementation of the product into our technology. We own 51% of Beyond Fintech with the other 49% owned by Frictionless.

 On April 28, 2023, the
Company formed IPSIPay Express. See disclosure above for more information.

 On May 12, 2023, the
Company entered into an Agreement with Frictionless (the "May 2023 Frictionless Agreement") to unwind the equity ownership
stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless Agreement: (i)
the Company assigned to Frictionless all common stock of Frictionless owned by the Company; (ii) the warrant to purchase 1,000,000
(30,000,000 pre-split) 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 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 to the accompanying financial statements for further information.

 Corporate Information

 Our principal offices
are located at 56B 5 th Street, Lot 1, #AT, Carmel by the Sea, CA, 93921, and our telephone number at that office is (866)
477-4729. Our website address is www.ipsipay.com. Information contained in our website does not form part of this Annual Report on Form
10-K and is intended for informational purposes only.

 Available Information

 We have included our
website address as a factual reference and do not intend it to be an active link to our website. We make available on our website, www.ipsipay.com,
our Annual Reports on Form 10-K, quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available free of charge through the investor
relations page of our internet website as soon as reasonably practicable after those reports are filed with the U.S. Securities and Exchange
Commission ("SEC").

 Item 1A. Risk Factors

 Risks Relating to Our Company

 We have had no revenue generating operations
to date with our current IPSIPay Express business model.

 We have no operating
history in our current IPSIPay Express business model, which makes it difficult to evaluate our future potential. We have yet to demonstrate
our ability to overcome the risks frequently encountered in "start-up" companies, including in the payment services industry
in the United States, and are still subject to many of the risks common to early stage companies, including the uncertainty as to our
ability to implement our business plan, market acceptance of our proposed business and services, under-capitalization, cash shortages,
limitations with respect to personnel, financing and other resources and uncertainty of our ability to generate revenues. There is therefore
a significant risk that our activities will not result in any material revenues or profit, and the likelihood of our business viability
and long-term prospects must be considered in light of the stage of our development. There can be no assurance that we will be able to
fulfill our stated business strategy and plans, or that financial, technological, market, or other limitations may force us to modify,
alter, significantly delay, or significantly impede the implementation of such plans. We have no results of operations in our current
business model for investors to use to identify historical trends. Investors should consider our prospects considering the risk, expenses
and difficulties we will encounter as an early-stage company. Our revenue and income potential is unproven and our business model is
continually evolving. We are subject to the risks inherent to the operation of a new business enterprise and cannot assure you that we
will be able to address these risks, and our inability to address these risks could lead to the failure of our business.

 We have generated
and we will likely continue to generate, operating losses and experience negative cash flows, and it is uncertain whether we will ever
generate predictable revenues or achieve positive cash flows or profitability.

 For the year ended December
31, 2024 and 2023, we incurred a net loss of approximately $4.6 million and $5.8 million, respectively. We have an accumulated deficit
of $62.8 million through December 31, 2024. We expect to continue to incur operating losses until such time, if ever, as we are able
to achieve sufficient levels of revenue from operations. There can be no assurance that we will ever generate significant sales or achieve
profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted.

 We also expect to experience
negative cash flows for the foreseeable future as we fund our operating losses. Although we believe our existing cash and cash equivalents
will be sufficient for the near term, if in the long term we do not generate significant revenues or raise additional financing in order
to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure
to achieve or maintain profitability would likely negatively impact the value of our securities and financing activities.

 We have a present
need for additional funding, which raises questions about our ability to continue as a going concern. We may be unable to raise capital
when needed, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts, or could
cause our business to fail.

 As of December 31, 2024,
we had cash and cash equivalents of $526. We believe that based on our current operating plan, our existing cash and cash equivalents
will not be sufficient to enable us to fund our operations and our debt and other obligations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" below. This raises questions
about our ability to continue as a going concern. Moreover, we have significant indebtedness due in the first half of 2025, and thus
we will need significant additional funds to repay our debt, fund our working capital, and fully implement our business plan as we seek
to achieve revenues, positive cash flow and profitability. There is a material risk that we will be unable to generate sufficient revenues
to pay our expenses, and if our existing sources of cash and cash flows are insufficient to fund our activities, we will need to raise
additional funds. Additional equity or debt financing may not be available on acceptable terms, if at all, particularly in the current
economic environment. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more
of our new products in development.

 Until such time, if
ever, as we can generate substantial product revenues, we will be required to finance our cash needs through public or private equity
offerings, debt financings and corporate collaboration and licensing arrangements. If we raise additional funds by issuing equity securities,
our stockholders may experience dilution. Debt financing, if available, may involve agreements that include covenants limiting or restricting
our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt
financing or additional equity that we may raise may contain terms, such as liquidation and other preferences, that are not favorable
to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be
necessary to relinquish valuable rights to our technologies, research programs or product candidates or grant licenses on terms that
may not be favorable to us.

 If we are unable to
generate cash flow positive operations or achieve profitability, and if we are unable to raise additional funds on commercially reasonable
terms or at all, we may be required to significantly reduce or cease our operations, or our business could fail, which could result in
the loss to investors of their investment in our securities.

 We have not generated
sufficient revenue or cash flow to pay our convertible notes, and conversion of such debt into shares of common stock, which would cause
significant dilution.

 As of December 31, 2024,
we had outstanding convertible notes owed to institutional investors in the aggregate principal amount of approximately $5.02 million,
net of debt discount of $0.08 million, which has either matured or is maturing during 2025. To date, we have not generated sufficient
revenue or cash flows to pay the balances owed under these notes and provide sufficient working capital to run our business. The outstanding
principal amount of the notes is convertible at any time into shares of our common stock at prices ranging from 60% of historical trading
prices over a trading period to $0.345 per share, which has subsequently been adjusted to $0.04 per share. In addition, upon the occurrence
and during the continuation of an Event of Default (as defined in the notes), the notes each will become immediately due and payable
and we have agreed to pay additional default interest rates. We may not have sufficient cash resources or access to funding to repay
such notes. Moreover, upon conversion of these notes, our current shareholders will suffer dilution, which given the current conversion
price of the notes would be significant.

 Servicing our
debt requires a significant amount of cash. Our ability to generate sufficient cash to service our debt depends on many factors beyond
our control.

 Our ability to make
payments on and to refinance our debt, to fund planned capital expenditures and to maintain sufficient working capital depends on our
ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from
operations or from other sources in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If our
cash flow and capital resources are insufficient to allow us to make scheduled payments on our debt, we may need to seek additional capital
or restructure or refinance all or a portion of our debt on or before the maturity thereof, any of which could have a material adverse
effect on our business, financial condition or results of operations. We cannot assure you that we will be able to refinance any of our
debt on commercially reasonable terms or at all, or that the terms of that debt will allow any of the above alternative measures or that
these measures would satisfy our scheduled debt service obligations. If we are unable to generate sufficient cash flow to repay or refinance
our debt on favorable terms, it could significantly adversely affect our financial condition and the value of our outstanding debt. Our
ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition. Any refinancing
of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict
our business operations. There can be no assurance that we will be able to obtain any financing when needed.

 Covenant restrictions
under our indebtedness may limit our ability to operate our business.

 Our outstanding convertible
notes contain, and our future indebtedness agreements may contain covenants that restrict our ability to finance future operations or
capital needs or to engage in other business activities. The Notes restrict our ability to:

 incur, assume or guarantee or suffer to exist any indebtedness
 for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now
 owned or hereafter acquired or any interest therein or any income or profits therefrom other than Permitted Indebtedness (as defined
 in the notes);

 repurchase capital stock;

 repay any Indebtedness (as defined in the notes) other
 than certain secured notes which are no longer outstanding or Permitted Indebtedness or make other restricted payments including,
 without limitation, paying dividends and making investments;

 create liens;

 sell or otherwise dispose of assets; and

 enter into transactions with affiliates.

 In addition, the notes
contain price protection anti-dilution provisions that will discourage financing at prices below the conversion price of the notes and
will result in a decrease in the conversion price of the notes if we should issue securities below such price.

 We have identified
material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or
that additional material weaknesses will not occur in the future.

 Our management is responsible
for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange
Act. In connection with our audited financial statements for the year ended December 31, 2024, we identified material weaknesses in our
internal controls which included (i) insufficient segregation of duties and oversight of work performed in our accounting and finance
function due to limited personnel with the appropriate skill sets and (ii) lack of written policies and procedures to address all material
transactions and developments impacting our financial statements. However, given the small size of our company and the current state
of our business, we are faced with the risk that we may not always be able to detect errors or omissions in our financial reporting and
we face internal control weaknesses in the future. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls
and procedures in the future, or, if we experience material weaknesses and other deficiencies in our internal control and accounting
procedures and disclosure controls and procedures, our stock price could decline significantly and raising capital could be more difficult.
If new material weaknesses or significant deficiencies are discovered or if we otherwise fail to address the adequacy of our internal
control and disclosure controls and procedures from time to time, our business may be harmed. Moreover, effective internal controls are
necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable
financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported
financial information, and the trading price of our securities could drop significantly.

 Risks Related to
Our Business

 The payment services
industry is highly competitive, and many of our competitors are larger and have greater financial and other resources.

 The payment services
industry is highly competitive, and our continued growth depends on our ability to compete effectively with both traditional and non-traditional
payment service providers. We currently expect to face competition from a variety of financial and non-financial business groups which
include retail banks, non-traditional payment service providers which provide mobile top-up services, and mobile network operators, traditional
kiosk and terminal operators, electronic payment system operators, as well as other companies that provide various forms of payment services,
including electronic payment and payment processing services. Competitors in our industry seek to differentiate themselves by features
and functionalities such as speed, convenience, network size, accessibility, hours of operation, reliability and price. A significant
number of these competitors have greater financial, technological and marketing resources than we have, and operate robust networks and
are highly regarded by consumers.

 There is uncertainty
as to market acceptance of our technology, products and services.

 We have conducted our
own research into the markets for our technology, products and services; however, because we are a new entrant into the market, there
is a risk that the market will not accept our technology, products and services. Further, we have limited information on which to estimate
our anticipated level of sales. Our products and services require consumers and service providers to adopt our technology. Our industry
is susceptible to rapid technological developments and there can be no assurance that we will be able to match any new technological
advances. If we are unable to match the technological changes in the needs of our customers, the demand for our products will be reduced
and our ability to generate revenue could be adversely impacted.

 We are dependent
on technology networks and systems to process, transmit and securely store electronic information and we could be subject to liability
if our technology systems fail to be secure.

 We could be held liable
for damages or our reputation could suffer from security breaches or disclosure of confidential information or personal data. Through
Frictionless and other service providers, we are dependent on technology networks and systems to process, transmit and securely store
electronic information with our partners and with our customers. Security breaches of this infrastructure could lead to shutdowns or
disruptions of our systems and potential loss or unauthorized disclosure of confidential information or data, including personal data.
The theft and/or unauthorized use or publication of our, or our customers', confidential information or other proprietary business
information as a result of such an incident could adversely affect our competitive position and reduce marketplace acceptance of our
services. Any failure in the networks or computer systems used by us or our customers could result in a claim for substantial damages
against us and significant reputational harm, regardless of our responsibility for the failure. In addition, through our other service
providers, we have access to or are required to manage, utilize, collect and store sensitive or confidential customer or employee data,
including personal data. As a result, we are subject to numerous U.S. and non-U.S. laws and regulations designed to protect this information,
such as various U.S. federal and state laws governing the protection of personal data. If any person, including any of our employees,
negligently disregards or intentionally breaches controls or procedures with which we are responsible for complying with respect to such
data, or otherwise mismanages or misappropriates that data, or if unauthorized access to or disclosure of data in our possession or control
occurs, we could be subject to liability and penalties in connection with any violation of applicable privacy laws and/or criminal prosecution,
as well as significant liability to our customers or our customers' clients' for breaching contractual confidentiality and
security provisions or privacy laws. The loss or unauthorized disclosure of sensitive or confidential customer or employee data, including
personal data, whether through breach of computer systems, systems failure, employee negligence, fraud or misappropriation, or otherwise,
could damage our reputation and cause us to lose customers. Similarly, unauthorized access to or through our information systems and
networks or those we develop or manage for our customers, whether by our employees or third parties, could result in negative publicity,
legal liability and damage to our reputation, which could in turn harm our business, results of operations, or financial condition.

 We are subject
to economic risks that could impact the overall level of consumer spending.

 The payment services
industry depends heavily on the overall level of consumer spending. We are exposed to general economic conditions that affect consumer
confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. Economic factors such as employment
levels, business conditions, energy and fuel costs, interest rates, and inflation rate could reduce consumer spending or change consumer
purchasing habits. A reduction in the amount of consumer spending could result in a decrease in our prospects for revenue and profits.
If users of our products and services spend or remit less money per transaction, we will have fewer transactions to process at lower
amounts, resulting in lower revenue.

 If consumer confidence
in our business deteriorates, our business, financial condition and results of operations could be adversely affected.

 Our business is built
on consumers' confidence in our brands, as well as our ability to provide fast, reliable payment services. As a consumer business,
the strength of our brand and reputation are of paramount importance to us. Several factors could adversely affect consumer confidence
in our brand, many of which are beyond our control, and could have an adverse impact on our results of operations. These factors include:

 any regulatory action or investigation against us;

 any significant interruption to our systems and operations;
 and

 any breach of our security systems or any compromises of
 consumer data.

 We expect to be
subject to extensive government regulation if we are deemed to be engaged in a regulated business, and we are faced with the risk that
new regulations applicable to our business will be enacted.

 Currently, we are indirectly
impacted by government regulation, however, we may be directly subject to a variety of regulations aimed at preventing money laundering
and financing criminal activity and terrorism, financial services regulations, payment services regulations, consumer protection laws,
currency control regulations, advertising laws and privacy and data protection laws which may sometimes result in monetary or other sanctions
being imposed on our financial service providers or us. Many of these laws and regulations are constantly evolving and are often unclear
and inconsistent with other applicable laws and regulations, making compliance challenging and could directly or indirectly increase
our related operating costs and legal risks. In particular, there has been increased public attention and heightened legislation and
regulations regarding money laundering and terrorist financing. Our financial service providers or us may be required make significant
judgment calls in applying anti-money laundering legislation and risk being found in non-compliance with such laws, which could have
an adverse impact on our business.

 The regulatory
regime governing digital assets and offerings of digital assets is evolving and uncertain, and new regulations or policies may materially
adversely affect our development.

 We may incorporate digital
assets, including cryptocurrencies, as part of our product offerings. The regulatory regime governing digital assets is uncertain and
rapidly evolving, and new regulations or policies may materially adversely affect the development and the value of our company. Regulation
of digital assets is currently undeveloped and likely to rapidly evolve as government agencies take greater interest in them. Regulation
also varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various
legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance,
or take other actions, which may severely impact the digital assets market. In addition, any violations of laws and regulations relating
to the safeguarding of private information could subject us to fines, penalties or other regulatory actions, as well as to civil actions
by affected parties. Failure by us to comply with any laws, rules and regulations, some of which may not exist yet or are subject to
interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

 The laws and regulations
indirectly affecting our industry are constantly evolving and failure to comply could adversely impact our business.

 Our business is indirectly
subject to a wide range and increasing number of laws and regulations, as described below. Liabilities or loss of business resulting
from a failure by us, our agents or their subagents to comply with laws and regulations and regulatory or judicial interpretations thereof,
including laws and regulations designed to protect consumers, or detect and prevent money laundering, terrorist financing, fraud and
other illicit activity, and increased costs or loss of business associated with compliance with those laws and regulations has had and
we expect will continue to have an adverse effect on our business, financial condition, results of operations, and cash flows. Our services
are subject to increasingly strict legal and regulatory requirements, including those intended to help detect and prevent money laundering,
terrorist financing, fraud, and other illicit activity. The interpretation of those requirements by judges, regulatory bodies and enforcement
agencies may change quickly and with little notice. Additionally, these requirements or their interpretations in one jurisdiction may
conflict with those of another jurisdiction. As United States federal and state as well as foreign legislative and regulatory scrutiny
and enforcement action in these areas increase, we expect that our costs of complying with these requirements could continue to increase,
perhaps substantially, and may make it more difficult or less desirable for consumers and others to use our services or for us to contract
with certain intermediaries, either of which would have an adverse effect on our revenue and operating income. For example, we expect
to make investments in our compliance programs based on the rapidly evolving and increasingly complex global regulatory and enforcement
environment and our internal reviews. These additional investments relate to enhancing our compliance capabilities, including our consumer
protection efforts. Further, failure by us or partners and service providers to comply with any of these requirements or their interpretation
could result in the suspension or revocation of a license or registration required to provide money transfer, payment or foreign exchange
services, the limitation, suspension or termination of services, changes to our business model, loss of consumer confidence, the seizure
of our assets, and/or the imposition of civil and criminal penalties, including fines and restrictions on our ability to offer services.
We are subject to numerous regulations such as those imposed by the Foreign Corrupt Practices Act (the "FCPA") in the United
States and similar laws in other countries, which generally prohibit companies and those acting on their behalf from making improper
payments to foreign government officials for the purpose of obtaining or retaining business. Some of these laws, such as the Bribery
Act, also prohibit improper payments between commercial enterprises. Because our services are offered in other countries, we face significant
risks associated with our obligations under the FCPA and other national anti-corruption laws. Any determination that we have violated
these laws could have an adverse effect on our business, financial condition, results of operations, and cash flows. Our United States
business is subject to reporting, recordkeeping and anti-money laundering provisions of the federal Bank Secrecy Act and could be subject
to regulatory oversight and enforcement by U.S. Financial Crimes Enforcement Network (FinCEN).

 The remittance and digital
payments industry has come under increasing scrutiny from government regulators and others in connection with its ability to prevent
its services from being abused by people seeking to defraud others. Our failure to continue to help prevent frauds and increased costs
related to the implementation of enhanced anti-fraud measures, or a change in fraud prevention laws or their interpretation or the manner
in which they are enforced has had and could in the future have an adverse effect on our business, financial condition, results of operations,
and cash flows.

 Further, any determination
that our partners have violated laws and regulations could seriously damage our reputation and brands, resulting in diminished revenue
and profit and increased operating costs. In some cases, we could be liable for the failure of our partners to comply with laws which
also could have an adverse effect on our business, financial condition, results of operations, and cash flows. The regulations implementing
the remittance provisions of the Dodd-Frank Act also impose responsibility on us for any related compliance failures of our partners.

 The requirements under
the U.S. Dodd-Frank Act, the European Revised Payment Services Directive and similar legislation enacted or proposed in other countries
have resulted and will likely continue to result in increased compliance costs, and in the event we or our agents are unable to comply,
could have an adverse impact on our business, financial condition, results of operations, and cash flows. Additional countries may adopt
similar legislation.

 We may have difficulty
managing our growth, which may divert resources and limit our ability to successfully expand our operations.

 Our implementation of
our business plan and current or future strategic initiatives will place significant demands on our operations and management. Our future
success will depend on the ability of our officers and other key employees to continue to implement and improve our operational, credit,
financial, management and other internal risk controls and processes, along with our reporting systems and procedures, as the number
and geographical scope of our customer and vendor relationships continue to expand. We may be unable to implement improvements to our
management information and control systems and control procedures and processes in an efficient or timely manner, and we may discover
additional deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate our
expected increase in revenue. Our growth strategy may require us to incur additional expenditures to expand our administrative and operational
infrastructure. If we are unable to manage future expansion in our operations, we may experience compliance and operational problems,
have to slow the pace of growth or have to incur additional expenditures beyond current projections to support such growth, any one of
which could adversely affect our business and results of operations. We may be unable to increase the volume of sales at acceptable risk
levels, expand our customer base and manage the costs and implementation risks associated with our growth strategy. We also cannot provide
you with any assurance that our further expansion will be profitable, that we will be able to maintain any specific level of growth,
if any, that we will be able to maintain capital sufficient to support our continued growth or that we will be able to adequately and
profitably manage that growth.

 We may not be
able to complete or integrate successfully any potential future acquisitions, partnerships or joint ventures.

 We have implemented
joint ventures and commercial partnerships as part of our business, and from time-to-time, we may evaluate possible acquisition transactions,
partnerships or joint ventures, some of which may be material. Potential future acquisitions, partnerships and joint ventures may pose
significant risks to our existing operations if they cannot be successfully integrated. These projects would place additional demands
on our managerial, operational, financial and other resources, create operational complexity requiring additional personnel and other
resources and require enhanced control procedures. In addition, we may not be able to successfully finance or integrate any businesses,
services or technologies that we acquire or with which we form a partnership or joint venture. Furthermore, the integration of any acquisition
may divert management's time and resources from our core business and disrupt our operations. Moreover, even if we were successful
in integrating newly acquired assets, expected synergies or cost savings may not materialize, resulting in lower than expected benefits
to us from such transactions. We may spend time and money on projects that do not increase our revenue. Additionally, when making acquisitions
it may not be possible for us to conduct a detailed investigation of the nature of the assets being acquired due to, for instance, time
constraints in making the decision and other factors. We may become responsible for additional liabilities or obligations not foreseen
at the time of an acquisition. In addition, in connection with any acquisitions, we must comply with various antitrust requirements.
It is possible that perceived or actual violations of these requirements could give rise to regulatory enforcement action or result in
us not receiving all necessary approvals in order to complete a desired acquisition. To the extent we pay the purchase price of any acquisition
in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our stock, it could be dilutive to our
stockholders. To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our level of indebtedness
and could negatively affect our liquidity and restrict our operations. All of the above risks could have a material adverse effect on
our business, results of operations, financial condition, and prospects.

 We are subject
to the discretion of administrative enforcement agencies.

 In certain cases, regulations
may provide administrative discretion regarding enforcement, and regulations may be applied inconsistently across the industry, resulting
in increased costs for the Company that may not be incurred by competitors. Changes in laws, regulations or other industry practices
and standards, or interpretations of legal or regulatory requirements, may reduce the market for or value of our products or services
or render our products or services less profitable or obsolete. For example, policymakers may impose heightened customer due diligence
requirements or other restrictions, fees or taxes on remittances. Changes in the laws affecting the kinds of entities that are permitted
to act as money transfer agents (such as changes in requirements for capitalization or ownership) could adversely affect our ability
to distribute certain services and the costs of providing those services.

 Major bank failure
or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could
adversely affect our business, financial condition and results of operations.

 We face certain risks
in the event of a sustained deterioration of financial market liquidity, as well as in the event of sustained deterioration in the
liquidity, or failure, of our clearing, cash management and custodial financial institutions. In particular, in the event of a major
bank or credit card failure, we could be unable to process transactions via our mobile applications: In such a case, or if financial
liquidity deteriorates for other reasons, our ability to operate our business and our financial condition and results of operations could
be significantly harmed.

 As our business
develops, we will need to implement enhanced compliance processes, procedures and controls with respect to the rules and regulations
that apply to our business.

 Our success requires
significant public confidence in our ability to handle large and growing payment volumes and amounts of consumer funds, as well as comply
with applicable regulatory requirements. Any failure to manage consumer funds or to comply with applicable regulatory requirements could
result in the imposition of fines, harm our reputation and significantly diminish use of our products. In addition, if we are not in
compliance with anti-corruption laws and other laws governing the conduct of business with government entities and/or officials (including
local laws), we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our
business, financial condition, results of operations and prospects.

 If we cannot keep
pace with rapid developments and change in our industry and provide new services to our clients, the use of our services could decline,
reducing our revenues.

 The payment services
industry in which we operate is characterized by rapid technological change, new product and service introductions, evolving industry
standards, changing customer needs and the entrance of more established market players seeking to expand into these businesses. In order
to remain competitive, we continually seek to expand the services we offer and to develop new projects. These projects carry risks, such
as delays in delivery, performance problems and lack of customer acceptance. In our industry, these risks are acute. Any delay in the
delivery of new services or the failure to differentiate our services or to accurately predict and address market demand could render
our services less desirable, or even obsolete, to consumers. In addition, if alternative payment mechanisms become widely available,
substituting our current products and services, and we do not develop and offer similar alternative payment mechanisms successfully and
on a timely basis, our business and prospects could be adversely affected. Furthermore, we may be unable to recover the costs we have
incurred in developing new services. Our development efforts could result in increased costs and we could also experience a loss in business
that could reduce our earnings or could cause a loss of revenue if promised new services are not timely delivered to our clients, we
are not able to compete effectively with our competitors' or do not perform as anticipated. If we are unable to develop, adapt
to or access technological changes or evolving industry standards on a timely and cost effective basis, our business, financial condition
and results of operations could be materially adversely affected.

 Our systems and
our third party providers' systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose
business and increase our costs.

 We depend on the efficient
and uninterrupted operation of numerous systems, including our computer systems, software and telecommunications networks, as well as
the data centers that we lease from third parties. Our systems and operations, or those of our third party providers, could be exposed
to damage or interruption from, among other things, fire, flood, natural disaster, power loss, telecommunications failure, vendor failure,
unauthorized entry, improper operation and computer viruses. Substantial property and equipment loss, and disruption in operations, as
well as any defects in our systems or those of third parties or other difficulties could expose us to liability and materially adversely
impact our business, financial condition and results of operations. In addition, any outage or disruptive efforts to our data center
would result in the failure of our computers to operate and would, if for an extensive period, adversely impact our reputation, brand
and future prospects.

 Unauthorized disclosure
of data, whether through cybersecurity breaches, computer viruses or otherwise, could expose us to liability, protracted and costly litigation
and damage our reputation.

 We store and/or transmit
sensitive data, and we have ultimate liability to our consumers for our failure to protect this data. If breaches occur our encryption
of data and other protective measures may not prevent unauthorized disclosure of data. Unauthorized disclosure of data or a cybersecurity
breach could harm our reputation and deter clients from using electronic payments generally, increase our operating expenses in order
to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits,
result in the imposition of material penalties and fines by state authorities and otherwise materially adversely affect our business,
financial condition and results of operations.

 Customer complaints
or negative publicity about our customer service could affect attractiveness of our services adversely and, as a result, could have an
adverse effect on our business, financial condition and results of operations.

 Customer complaints
or negative publicity about our customer service could diminish consumer confidence in, and the attractiveness of, our services. Breaches
of our consumers' privacy and our security systems could have the same effect. We sometimes take measures to combat risks of fraud
and breaches of privacy and security, such as freezing consumer funds, which could damage relations with our consumers. These measures
heighten the need for prompt and attentive customer service to resolve irregularities and disputes. Effective customer service requires
significant personnel expense, and this expense, if not managed properly, could impact our profitability significantly. Any inability
by us to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively.
If we do not handle customer complaints effectively, our reputation may suffer, and we may lose our customers' confidence, which
could have a material adverse effect on our business, financial condition and results of operations.

 Our payment system
might be used for fraudulent, illegal or improper purposes, which could expose us to additional liability and harm our business.

 Despite measures we
have taken and continue to take, our payment system remains susceptible to potentially illegal or improper uses. These may include use
of our payment services in connection with fraudulent sales of goods or services, illicit sales of prescription medications or controlled
substances, software and other intellectual property piracy, money laundering, bank fraud and prohibited sales of restricted products.
In the past there have been news articles on how organized crime groups have used other payment services to transfer money in the course
of illegal transactions.

 Criminals are using
increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud. It is possible that incidents of
fraud could increase in the future. Our risk management policies and procedures may not be fully effective to identify, monitor and manage
these risks. We are not able to monitor in each case the sources for our counterparties' funds or the ways in which they use them.
Increases in chargebacks or other liability could have a material adverse effect on our business, financial condition and results of
operations. Furthermore, an increase in fraudulent transactions or publicity regarding chargeback disputes could harm our reputation
and reduce consumer confidence in the use of our products.

 We may not be
able to successfully protect the intellectual property we license or own and may be subject to infringement claims.

 We rely on a combination
of contractual rights, copyright, trademark and trade secret laws to establish and protect our technology and the technology that we
license and/or that we develop in the future. We have applied for trademark protection for certain marks, but there is a risk that such
trademarks will not be approved, which could leave us without important protections for our brand.

 Also, we customarily
require our employees and independent contractors to execute confidentiality agreements or otherwise to agree to keep our proprietary
information and the information we license confidential when their relationship with us begins. Typically, our employment contracts also
include clauses requiring our employees to assign to us all the inventions and intellectual property rights they develop in the course
of their employment and to agree not to disclose our confidential information. Nevertheless, others, including our competitors, may independently
develop similar technology to that licensed by us, duplicate our services or design around our intellectual property. Further, contractual
arrangements may not prevent unauthorized disclosure of our confidential information or ensure an adequate remedy in the event of any
unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope or enforceability
of our intellectual property rights (including trade secrets and know-how), which could be expensive, could cause a diversion of resources
and may not prove successful. The loss of intellectual property protection could harm our business and ability to compete and could result
in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Additionally, we do not hold any patents
for our business model or our business processes, and we do not currently intend to obtain any such patents in the United States or elsewhere.

 We may also be subject
to costly litigation in the event our services or the technology that we license are claimed to infringe, misappropriate or otherwise
violate any third party's intellectual property or proprietary rights. Such claims could include patent infringement, copyright
infringement, trademark infringement, trade secret misappropriation or breach of licenses. We may not be able to successfully defend
against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and might
require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary
or permanent injunction prohibiting us from marketing or selling certain of our services. In such circumstances, if we cannot or do not
license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could
be adversely impacted. Additionally, in recent years, non-practicing entities have been acquiring patents, making claims of patent infringement
and attempting to extract settlements from companies in our industry. Even if we believe that such claims are without merit and successfully
defend these claims, defending against such claims is time consuming and expensive and could result in the diversion of the time and
attention of our management and employees.

 We may use open-source software in
a manner that could be harmful to our business.

 We use open-source software
in connection with our technology and services. The original developers of the open source code provide no warranties on such code. Moreover,
some open source software licenses require users who distribute open source software as part of their software to publicly disclose all
or part of the source code to such software and/or make available any derivative works of the open source code on unfavorable terms or
at no cost. The use of such open source code may ultimately require us to replace certain code used in our products, pay a royalty to
use some open source code or discontinue certain products. Any of the above requirements could be harmful to our business, financial
condition and operations.

 We do not have and may be unable to
obtain sufficient insurance to protect ourselves from business risks.

 While we hold certain
mandatory types of insurance policies, we do not currently maintain insurance coverage for business interruption, property damage or
loss of key management personnel, as we have been unable to obtain these on commercially acceptable terms. We do not hold insurance policies
to cover for any losses resulting from counterparty and credit risks or fraudulent transactions. We also do not generally maintain separate
funds or otherwise set aside reserves for most types of business-related risks. Accordingly, our lack of insurance coverage or reserves
with respect to business-related risks may expose us to substantial losses, which could materially adversely affect our business, financial
condition and results of operations.

 We rely on certain
key personnel and in a dynamic industry like ours, the ability to attract, recruit, retain and develop qualified personnel is critical
to our success and growth.

 We rely substantially
on the efforts of our current senior management, including our Chief Executive Officer, William Corbett. Our business would be impeded
or harmed if we were to lose his services. In addition, our business functions at the intersection of rapidly changing technological,
social, economic and regulatory developments that require a wide-ranging set of expertise and intellectual capital. In order for us to
compete and grow successfully, we must attract, recruit, retain and develop the necessary personnel who can provide the needed expertise
across the entire spectrum of our capital needs. This is particularly true with respect to qualified and experienced software engineers
and information technology staff, who are highly sought after. The market for such personnel is highly competitive, and we may not succeed
in recruiting additional personnel or may fail to replace effectively current personnel who depart with qualified or effective successors.
Our efforts to retain and develop personnel may result in significant additional expenses, which could adversely affect our profitability.
We cannot assure you that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel
could have a material adverse effect on our business, financial condition and results of operations.

 Risks Relating to Our Securities

 There is currently
a limited public trading market for our common stock and one may never develop.

 There currently is a
limited public trading market for our securities, and it is not assured that any such public market will develop in the foreseeable future.
Moreover, there can be no assurance that even if our common stock is approved for listing on an exchange or is quoted in the over-the-counter
market in the future, that an active trading market will develop or be sustained. Therefore, we cannot predict the prices at which our
common stock will trade in the future, if at all. As a result, our investors may have limited or no ability to liquidate their investments.

 Trading in our common
stock is conducted on the OTCQB, as we currently do not meet the initial listing criteria for any registered securities exchange. The
OTCQB and OTC Markets are less recognized markets than the registered securities exchanges and is often characterized by low trading
volume and significant price fluctuations. These and other factors may further impair our stockholders' ability to sell their shares
when they want to and/or could depress our stock price. As a result, stockholders could find it difficult to dispose of or obtain accurate
quotations of the price of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed
and security analyst and news coverage of our Company may be limited. If a public market for our common stock does develop, these factors
could result in lower prices and larger spreads in the bid and ask prices for our shares of common stock.

 Because our common
stock may be a "penny stock," it may be more difficult for investors to sell shares of our common stock, and the market price
of our common stock may be adversely affected.

 Our common stock is
deemed to be a "penny stock" if, among other things, the stock price is below $5.00 per share, it is not listed on a national
securities exchange, or it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks
must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This risk-disclosure document
provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must
also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation,
make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written
agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer
a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation
of the penny stock rules, the investor may be able to cancel its purchase and get their money back.

 If applicable, the penny
stock rules may make it difficult for stockholders to sell their shares of our common stock. Because of the rules and restrictions applicable
to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many
brokers choose not to participate in penny stock transactions. Accordingly, stockholders may not always be able to resell their shares
of our common stock publicly at times and prices that they feel are appropriate.

 Because we became
public by means of a reverse merger, we and our shareholders may be faced with regulatory constraints, and we may not be able to attract
the attention of brokerage firms.

 Additional risks may
exist because we became public through a reverse merger. For example, our status as a former "shell company" may limit the
ability of shareholders to utilize SEC Rule 144 to sell their shares. Further, as we did not become a public company via a traditional,
underwritten initial public offering, securities analysts of brokerage firms may not provide coverage of our company since there is little
incentive for brokerage firms to recommend the purchase of our common stock. In addition, institutional investors may have limitations
on investing in reverse merger companies, which could limit the universe of potential investors for our company. No assurance can be
given that brokerage firms will want to conduct secondary offerings on our behalf in the future. In addition, if we were to attempt to
up-list the listing of our securities on a national securities exchange we will likely be subject to additional listing requirements
applicable to entities that became public through a reverse merger.

 Compliance with
the reporting requirements of federal securities laws are expensive and time consuming.

 We are a public reporting
company in the United States, and accordingly, subject to the information and reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley
Act of 2002. The costs (in terms of expenses and the required dedication of management's time and attention) of preparing and filing
annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. If we
do not provide current information about our company to market makers, they will not be able to trade our stock. Failure to comply with
the applicable securities laws could result in private or governmental legal action against us or our officers and directors, which could
have a detrimental impact on our business and financials, the value of our stock, and the ability of stockholders to resell their stock.

 Our stock price
has been subject to significant volatility, and future volatility may result in our investors incurring substantial losses.

 Our stock price has
fluctuated in the past, has been subject to volatility and may be volatile in the future. We may incur rapid and substantial decreases
in our stock price in the foreseeable future that are unrelated to our operating performance. For example, the COVID-19 pandemic and
its variants, the Russia-Ukraine conflict, the war between Israel and Hamas, rising inflation and bank failures have caused broad stock
market and industry fluctuations. Furthermore, the market prices for companies operating in our industry have experienced extreme volatility.
As a result of this volatility, investors may experience losses on their investment in our common stock. The market price for our common
stock may be influenced by many factors, including the following:

 conversion of our outstanding convertible notes or exercise
 of outstanding warrants into shares of common stock at low prices, and the sale of such shares in the public market;

 investor reaction to our business strategy;

 the success of competitive products or technologies;

 regulatory or legal developments in the United States and
 other countries, especially changes in laws or regulations applicable to our products;

 variations in our financial results or those of companies
 that are perceived to be similar to us;

 our ability or inability to raise additional capital to
 fund our working capital and business plans, and the terms on which we raise it;

 declines in the market prices of stocks generally;

 our public disclosure of the terms of any financing which
 we consummate in the future;

 our failure to generate revenue and positive cash flow
 or to become profitable;

 announcements by us or our competitors of significant contracts,
 new services, acquisitions, commercial relationships, joint ventures or capital commitments;

 cancellation of key contracts;

 our failure to meet financial or operational forecasts
 we publicly disclose;

 the trading volume of our common stock;

 sales of our common stock by us or our stockholders;

 general economic, industry and market conditions; and

 other events or factors, including those resulting from
 such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues
 including health epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather
 and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations
 of our suppliers or result in political or economic instability

 These and similar market
and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. Since the stock
price of our common stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our
common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation
has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion
of management's attention and resources, which could materially and adversely affect our business, financial condition, results
of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices or that future
sales of our common stock will not be at prices lower than those sold to investors.

 Our investors'
ownership will likely be diluted in the future.

 In the future, we will
likely issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our
present stockholders. We expect to need to issue a substantial number of shares of common stock or other securities convertible into
or exercisable for common stock in connection the conversion or exercise of outstanding convertible notes and warrants as well as in
connection with hiring or retaining employees, future acquisitions, raising additional capital in the future to fund our operations,
and other business purposes. Additional shares of common stock issued by us in the future, including shares issued upon exercise of the
options, warrants and the outstanding notes, will dilute an investor's investment in the Company.

 Our Board of Directors
has historically had significant control over us and we have yet to establish committees comprised of independent directors.

 Each of our board members
has significant control over all corporate issues. In addition, one of our three directors serve as a senior officer. We have not established
board committees comprised of independent members, and we do not have an audit or compensation committee comprised of independent directors.
Our three directors performed these functions, despite not all being independent directors. Thus, there is potential conflict in that
one of our directors was also engaged in management and participated in decisions concerning management compensation and audit issues
that may affect management and our performance.

 We do not have
an independent compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are
board members and other officers may not be commensurate with its financial performance.

 A compensation committee
consisting of independent directors is a safeguard against self-dealing by company executives. Our Board of Directors is comprised of
one executive officer and two other directors, and absent an independent compensation committee currently determines the compensation
and benefits of our executive officers, administers our employee stock and benefit plans, and reviews policies relating to the compensation
and benefits of our employees. Our lack of an independent compensation committee presents the risk that our executive officers on the
board may have influence over their personal compensation and benefits levels that may not be commensurate with its financial performance.

 Limitations on
director and officer liability and indemnification of our officers and directors by our articles of incorporation, as amended, and by-laws
may discourage stockholders from bringing suit against an officer or director.

 Our articles of incorporation,
as amended, and bylaws provide, with certain exceptions as permitted by Nevada law, that a director or officer shall not be personally
liable to us or our stockholders for breach of fiduciary duty as a director or officer, unless the director or officer committed both
a breach of fiduciary duty and such breach was accompanied by intentional misconduct, fraud or knowing violation of law. These provisions
may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood
of derivative litigation brought by stockholders on behalf of us against a director or officer.

 We are responsible
for the indemnification of our officers and directors.

 Should our officers
and/or directors require us to contribute to their defense in an action brought against them in their capacity as such, we may be required
to spend significant amounts of our capital. Our articles of incorporation, as amended, and bylaws also provide for the indemnification
of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred
by them in any litigation to which they become a party arising from their association with or activities on behalf of us. In addition,
we have entered into an indemnification agreement with our Chief Executive Officer. This indemnification policy could result in substantial
expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability
for our key personnel, we may be unable to continue operating as a going concern.

 We do not expect
to pay dividends on our common stock in the foreseeable future.

 We have not paid cash
dividends on our common stock to date and we do not expect to pay dividends on our common stock for the foreseeable future, and we may
never pay dividends. Consequently, the only opportunity for investors to achieve a return on their investment may be if an active trading
market develops, and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors
to recognize a profit, neither of which we can guarantee will ever take place. Our payment of any future dividends will be at the discretion
of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating
results, cash needs, and growth plans.

 Item 1B. Unresolved Staff Comments

 None

 Item 1C. Cybersecurity

 The manner in which
we store and/or transmit sensitive data in connection with our payment processing solutions is an important part of how we operate and
plan to operate. We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats,
as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property
theft, fraud, extortion, harm to employees and violation of data privacy or security laws.

 Identifying and assessing
cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business,
technical operations, privacy and compliance issues are identified through review by our internal information technology governance,
risk and compliance policies. To defend, detect and respond to cybersecurity incidents, we, among other things: may conduct proactive
privacy and cybersecurity reviews of systems and applications, audit applicable data, conduct employee training, monitor emerging laws
and regulations related to data protection and information security and implement appropriate changes.

 Our risk management
program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from IPSIPay Express
and third parties like OpenPath, EfinityPay, vendors, suppliers, and other business partners associated with our use of third-party service
providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers
and potential fourth-party risks when handling and/or processing our employee, business or customer data.

 Item 2. Properties

 The Company does not
operate out of any leased or owned properties. The previous lease was terminated with effect from August 31, 2023.

 Item 3. 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. Other than as set forth below, we are not presently a party
to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on
our business, operating results, financial condition or cash flows.

 Voloshin, et al.,
v. Innovative Payment Solutions, Inc., et al.

 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 (or independent consultants) 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, and they appealed that decision. Prior counsel moved to dismiss the remaining claims and
as of this writing OSHA took no action with respect to that motion as ultimately the former employees elected to proceed in federal court.
Pursuant to agreement and stipulation, dismissal of the OSHA claims was accomplished without prejudice 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
our Company and the same individuals against whom they had asserted their OSHA claim. The complaint asserted claims for, among other
things, 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 our Company. 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.

 We and Mr. Corbett,
the sole remaining individual defendant, through prior counsel moved to compel arbitration on February 17, 2023. As a result of that
motion and a stipulated order entered by the court, all proceedings in the Superior Court were stayed.

 On June 8, 2023, while
our motion to compel arbitration was pending in the Superior Court three of the employees (Naum Voloshin, Alexander Voloshin, and Novikov)
filed a civil action in the U.S. District Court for the Central District of California. Naum Voloshin, et al., v. Innovative Payment
Solutions, Inc., Case No. CV 23-4515-JFW (PVCx), which alleges a single cause of action for retaliation in violation of The Sarbanes-Oxley
Act of 2002 (the "Federal Action"). The plaintiffs in the Federal Action made no attempt to serve their complaint or to give
notice to any defendant in the Federal Action until August 2023.

 On August 30, 2023,
the Hon. William A. Crowfoot granted our and Mr. Corbett's motion to compel arbitration, concluding that all of the claims alleged
in the former employees' first amended complaint were subject to arbitration. The California Court of Appeal subsequently denied
the former employees' petition for writ of mandate on November 1, 2023. On December 15, 2023, all five former employees filed a
demand for arbitration. We withdrew our motion to compel appointment of an arbitrator.

 Upon motion of our Company
and Mr. Corbett, on January 10, 2024, the U.S. District Court for the Central District of California stayed all proceedings in the Federal
Action until the arbitration is completed.

 Plaintiffs Naum Voloshin,
Andrey Novikov, and Alexander Voloshin asserted, in the Federal Action, that they are entitled to damages in the following amounts: Naum
Voloshin: $950,000 plus an unstated amount of lost wages and emotional distress damages. The claim is premised upon Mr. Voloshin earning
$15,000 per month and a claim that he was entitled to receive 333,334 shares of Common Stock (after giving effect to our August 2023
reverse stock split) on or about June 29, 2021 that he would have sold on July 1, 2021 for $2.85 per share on July 1, 2021 for $950,000.
Andrey Novikov: $285,000 plus emotional distress and punitive damages. The claim is premised upon Mr. Novikov earning $15,000 per month
and a claim that he was entitled to receive 100,000 shares of Common Stock (after giving effect to our August 2023 reverse stock split)
on or about June 29, 2021, that he would have sold at $2.85 per share on July 1, 2021 for $285,000. Alexander Voloshin: $263,000 plus
emotional distress and punitive damages. The claim is premised upon an alleged two-year contract signed in May 2021 that paid him $7,000
per month and that promised him 333,334 shares of Common Stock (after giving effect to our August 2023 reverse stock split) on or about
June 29, 2021. We have not received meaningful information on the amount of the claims of the other two plaintiffs.

 An arbitrator was appointed
through the American Arbitration Association and the arbitrator issued a scheduling order and Notice of Hearing. The ten-day arbitration
has been set for April 7-11, 2025, and April 14-18, 2025. Management continues its vigorous defense of the claims.

 In mid-April 2024, the
Company and Mr. Corbett changed attorneys. The Law Offices of Jeffrey B. Neustadt replaced prior counsel. Mr. Neustadt and Plaintiffs'
counsel conferred and timely submitted the required joint statement on April 25, 2024.

 Initial discovery was
served by both sides. Documents were exchanged, and depositions proceeded for all persons.

 On March 4, 2025, the Company and Mr. Corbett,
entered into a settlement agreement with Naum Voloshin, Andrey Novikov, Frank Perez, Yulia Rey and Alexander Voloshin (the "Plaintiff
Group"), whereby the Company agreed to pay $500,000 in settlement and full and final resolution of all claims and causes of action
that the Plaintiff Group, or any member thereof, holds or has asserted (or could have asserted) against the Company and Mr. Corbett.

 Within 5 days of March 4, 2025, the Company will
pay $100,000 (the "First Payment") and within 60 days the Company will pay a further $100,000 including interest thereon at
10% per annum from March 5, 2025, and within 240 days, a final payment of $300,000, including interest thereon at 10% per annum from March
5, 2025. The initial payment of $100,000 was made on March 24, 2025.

 Any breach of the terms of the settlement agreement
will result in a payment to the Plaintiffs of liquidated damages of $25,000 for each event of default.

 In order to secure the obligations to the Plaintiff
Group, the Company executed two convertible promissory notes, the first note for $100,000 ("Note 1") and the second note
for $300,000 ("Note 2"). Each note bears interest at the rate of 10% per annum, Note 1 has a maturity date of 60 days and
Note 2, 240 days from March 5, 2025. The Notes will be convertible upon an event of default, which includes any failure to pay any of
the installments. The Notes plus any accrued interest thereon, are convertible into common stock of the Company at a conversion price
of $0.02 per share or the lowest conversion price of the senior secured note holders, as determined and established as the conversion
price for all their notes outstanding as of March 5, 2025, if there are any limits on trading or the trading price falls below $0.01
per share, the conversion price will be discounted by a further 15%. The notes provide for certain events such as mergers and consolidations,
distributions to shareholders, and stock splits and dividends.

 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. He bases his claim in part on the unilateral expectation that he receives 2.7 million
shares of the Company. Assuming he is owed any shares, a claim which we dispute, after the reverse 30-1 split he would receive only 90,000
shares.

 Through prior counsel,
we and Mr. Corbett filed a motion to compel arbitration. The motion was denied on October 4, 2022. We and Mr. Corbett then appealed that
decision to the California Court of Appeal. As a result of the appeal, the court case was stayed until the appeal was decided. As a result
of the stay, the demurrer (the equivalent of a motion to dismiss) we filed through prior counsel was not decided.

 On February 27, 2024,
the California Court of Appeal, Second District, reversed the Superior Court's decision denying our motion to compel arbitration.
The Court of Appeal remanded the case to the Superior Court with directions to issue a new order compelling to arbitration the parties'
dispute regarding the enforceability of the arbitration clause. As the prevailing parties, the Company and Mr. Corbett were awarded costs
on appeal.

 As expected, the plaintiff-initiated
arbitration before the American Arbitration Association ("AAA") based on the appellate ruling. While, as the court order
states, the plaintiff may renew his challenge to the arbitration clause before the arbitrator, we believe such challenges are rare and
rarely succeed. Accordingly, we expect the dispute likely will be resolved through AAA arbitration. Management is vigorously defending
the claims and intends to continue to do so.

 In mid-April 2024, the
Company and Mr. Corbett changed attorneys. The Law Offices of Jeffrey B. Neustadt replaced prior counsel. Mr. Neustadt's office
submitted the cost bill and an attorneys' fees motion that will be decided on September 10, 2024, by the trial court for the fees
incurred on the successful appeal. As with the Voloshin matter, we are contractually bound to proceed through arbitration and to that
end completed the process of selecting an arbitrator under the AAA rules. That appointment was made on August 7, 2024. Henceforth, the
Minkovich matter will track along the same lines as the Voloshin matter but on a smaller scale as there is only one plaintiff in the
Minkovich matter as opposed to five in the Voloshin matter. The arbitration hearing ("trial") in the Minkovich matter was
set for June 30, 2025 to July 3, 2025 at the continued "preliminary conference" held on October 7, 2024. Before the arbitration
hearing, the parties will engage in discovery and some motion work which may (1) either dispose of all or some of the case, and/or (2)
result in the Minkovich matter being sent back to the Superior Court for final determination.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

 From November 3, 2014
to July 4, 2016, our common stock traded on the OTC Pink Markets under the symbol "ASYP" but no trading took place
during this time. Since July 5, 2016 our common stock has traded on the OTCQB Market, and our symbol was changed to "QPAG"
on June 2, 2016 and to "IPSI" on December 3, 2019.

 The last reported sale
price of our common stock on the OTCQB on March 28, 2025, was $0.0026 per share. OTC market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 As of March 30, 2025,
there were approximately 67 holders of record of our common stock.

 Dividend Policy

 We have not paid any
cash dividends on our common stock to date, and we have no intention of paying cash dividends in the foreseeable future. Whether we declare
and pay dividends is determined by our Board of Directors at their discretion, subject to certain limitations imposed under Nevada corporate
law. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations, financial condition,
cash requirements and other factors deemed relevant by our Board of Directors.

 Equity Compensation
Plan Information

 The purpose of our equity
incentive plans is to promote the interests of our company and our stockholders by providing directors, officers, employees and consultants
of our company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of our company,
to acquire a proprietary interest in our long-term success and to reward the performance of individuals in fulfilling long-term corporate
objectives.

 On June 18, 2018, we
established our 2018 Stock Incentive Plan (the "Plan"). The Plan terminates after a period of ten years in June 2028. The
Plan is administered by our board of directors or a committee appointed by our board of directors 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 3,333 shares of Common Stock.

 On October 22, 2021,
our board of directors and stockholders established our 2021 Stock Incentive Plan (the "2021 Plan"). The 2021 Plan terminates
after a period of ten years in August 2031.

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

 Under the 2021 Plan,
we 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.

 The following presents
certain information regarding our equity incentive plans as of December 31, 2024:

 Plan Category

 securities to

 be issued
 upon
 exercise of
 outstanding
 options

 Weighted-
 exercise
 price
 of outstanding
 options

 of
 securities
 remaining

 available for
 future
 issuance
 under equity
 compensation
 plans
 (excluding

 securities
 reflected in
 column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 2018 Equity Incentive Plan

 —

 $
 —

 26,667

 2021 Equity Incentive Plan

 4.47

 253,332

 Equity compensation plans not approved by security holders

 None

 —

 —

 —

 Total

 1513,335

 $
 4.47

 279,999

 Recent Sales of Unregistered
Securities

 On October 10, 2024, the Company entered into
two Securities Purchase Agreements with accredited investors, pursuant to which the Company issued two senior promissory notes each with
a principal amount totaling $66,667 (totaling $133,334), for gross proceeds of $50,000 each (totaling $100,000), including
an aggregate original issuance discount of $16,667 (totaling $33,334), for each note. The notes mature on October 10, 2025 and bear
interest at 8.5% per annum.

 On October 22, 2024, the Company entered into
a Securities Purchase Agreement with an accredited investor, pursuant to which the Company received an aggregate of $100,000 through
the issuance of a convertible promissory note and a five-year warrant to purchase an aggregate of 289,855 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 note matures on October 22, 2025 and bears interest at 8% per annum and are convertible into shares of Common
Stock at a conversion price of $0.084 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar
events). The note 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.

 The note and warrant contain conversion limitations
providing that a holder thereof may not convert the notes or exercise the 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. The 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.

 Between November 26, 2024 and November 27, 2024,
the Company entered into two Securities Purchase Agreements with accredited investors, pursuant to which the Company issued two senior
promissory notes each with a principal amount totaling $66,667 (totaling $133,334), for gross proceeds of $50,000 each (totaling
$100,000), including an aggregate original issuance discount of $16,667 (totaling $33,334), for each note. The notes mature on July
15, 2025 and bear interest at 0% per annum.

 Between January 7, 2025 and February 20, 2025,
the Company entered into Securities Purchase Agreements pursuant to which the Company issued two convertible promissory notes and two
warrants to one accredited investment entity for total gross proceeds of $223,000. The notes are unsecured, mature 12 months from issuance
date and bear interest at a rate of 8% per annum based on a 360 day trading-year, and are convertible into shares of common stock
of the Company at a conversion price of $0.084 per share (as adjusted for stock splits, stock combinations, and similar events).
The Notes may be prepaid at any time without penalty. The Note contains customary events of default. The Company is under no obligation
to register the shares of Common Stock underlying the Notes for public resale. In terms of the Securities Purchase Agreement, the Company
issued five-year warrants to purchase an aggregate of 2,654,761 shares of the Common Stock at an exercise price of $0.084 per
share (as adjusted for stock splits, stock combinations, and similar events). The Company is under no obligation to register the shares
of Common Stock underlying the Note or the Warrant, for public resale.

 Between January 7, 2025 and March 21, 2025, The
Company received conversion notices from convertible note holders converting an aggregate of $226,917 into 51,296,285 shares of common
stock at conversion prices ranging from $0.0325 to $0.001105 per share, resulting in a loss on conversion of $101,254.

 Issuer Purchases
of Equity Securities

 There were no issuer
purchases of equity securities during the fiscal year ended December 31, 2024.

 Item 6. Reserved

 Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations

 The following discussion
and analysis should be read in conjunction with, and is qualified in its entirety by, our audited annual financial statements and the
related notes thereto, each of which appear elsewhere in this Annual Report. This discussion contains certain forward-looking statements
that involve risks and uncertainties, as described under the heading "About Forward-Looking Statements" in this Annual Report.
Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these
risks and uncertainties. The Management Discussion and Analysis of Financial Condition and Results of Operations below is based upon
only the financial performance of Innovate Payment Solutions.

 Overview

 We are a fintech provider
of digital payment solutions presently focused on, through our participation in IPSIPay Express, developing a new account-to-account
payment application called Instant Settlement in RealTime as well as traditional credit card processing services. We have 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.

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

 Development of
IPSIPay Express

 Our principal business
as of the date of this Report consists of our participation in the IPSIPay Express joint venture. Since May 2023, we have been working
with our joint venture partners OpenPath and EfinityPay to establish the necessary elements to commercially launch IPEX. This remains
our top business priority. As described in Item 1. Business, we have been responsible for certain key aspects of establishing and launching
IPEX. We will continue these efforts during 2025, and our results of operations for 2024 should be viewed in light of our work on IPEX.
No assurances can be given that we will be able to launch IPEX with our joint venture partners or that IPSIPay Express will generate
revenues for us.

 Inflation

 Macro-economic conditions
could affect consumer spending adversely and consequently our future operations when we fully launch our e-wallet products commercially.
The U.S. has entered a period of significant inflation, and this may impact consumer's desire to adopt our 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 foreign countries. Changes and fluctuations in the foreign exchange rate between the US Dollar and other foreign currencies
may in future have an effect our results of operations.

 Results of Operations
for the years Ended December 31, 2024 and December 31, 2023

 Net revenue

 We had revenue of $0
and $410 for the years ended December 31, 2024 and 2023, respectively. We pivoted to focus our attention on the IPSIPay Express joint
venture, where we expect to generate initial revenues during the 2025 fiscal year, dependent on product testing, which is currently underway,
and market acceptance. 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

 We had cost of goods
sold of $0 and $3,547 for the years ended December 31, 2024 and 2023, respectively. In the prior year cost of goods sold of bank and
merchant related fees and chargebacks.

 General and administrative
expenses

 General and administrative
expenses were $1,883,257 and $3,576,352 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,693,095 or 47.3%.
The decrease is primarily due to the following;

 (i)

 Salaries and wages were $979,514 and $1,114,424 for the
 years ended December 31, 2024 and 2023, respectively, a decrease of $134,910 or 12.1%. The decrease is primarily due to the following;
 (i) the decrease in compensation of $223,882, primarily due to the voluntary reduction of salary by our CEO and a reduction in health
 care benefits no longer offered to executives, (ii) a reduction in stock based compensation of $157,440 due to the full vesting of
 all options during the current year; (iii) a reduction in employer taxation of $30,781 due to the reduction in salaries discussed
 above; and offset by (iv) an increase in severance accrual of $278,000 due to the settlement of the Voloshin matter in March 2025.

 (ii)

 Professional fees were $43,726 and $620,381 for the years
 ended December 31, 2024 and 2023, respectively, a decrease of $576,655 or 93.0%. The decrease is primarily due to a decrease in fees
 paid to Frictionless of $490,293 due to the disposal and novation of all of the IPSIPAY operations in the prior year and a reduction
 in solicitation agent fees of $71,180, the solicitation agent was used during our 2023 annual general meeting.

 (iii)

 Legal fees were $414,801 and $965,989 for the years ended
 December 31, 2024 and 2023, respectively, a decrease of $551,188 or 57.1%, primarily related to a reduction in legal activity
 and therefore expenses on the two ongoing legal matters. Management is mobbing towards settling the one matter with the other matter
 still ongoing.

 (iv)

 Selling and marketing costs were $154,864 and $428,909
 for the years ended December 31, 2024 and 2023, respectively, a decrease of $274,045 or 64.0%. The decrease is due to a decrease
 in endorsement fees of $141,423 related to the conclusion of the three year marketing deal with Mario Lopez in July 2024 and a reduction
 in direct marketing and social marketing spend of $132,622 due to the strategic shift away from the e-wallet business as we focus
 our attention ion the IPSIPay Express joint venture.

 (v)

 Insurance expense was $793 and $105,380 for the years ended
 December 31, 2024 and 2023, respectively, a decrease of $104,587 or 99.2%, primarily due to the cancellation of certain policies
 during the prior year.

 (vi)

 Consulting fees were $83,913 and $108,000 for
 the years ended December 31, 2024 and 2023, respectively, a decrease of $24,087 or 22.3%. The decrease is primarily due to the decrease
 in technical consulting expenses of $24,087 as we focus our attention on the IPSIPay Express joint venture.

 (vii)

 Directors' fees were $36,000 and $52,500 for the
 years ended December 31, 2024 and 2023, respectively, a decrease of $16,500 or 31.4%, due to the resignation of a director, who was
 not replaced during the prior year.

 (viii)

 Other general and administrative expenses were $169,646and
 $180,769 for the years ended December 31, 2024 and 2023, respectively, a decrease of $11,173 or 6.2%. The decrease is made up of
 several individually insignificant balances, in line with management's overall objective of decreasing operational expenditure
 during the 2024 fiscal year.

 Depreciation

 Depreciation was $2,169
and $380,634 for the years ended December 31, 2024 and 2023, respectively, a decrease of $378,465 or 99.4%. The decrease is primarily
due to the depreciation of the software platform and purchased software of $374,298, prior to the novation of the platform to a third
party during the prior year.

 Loss on convertible
notes

 Loss on convertible
notes was $4,764,680 and $164,323 for the years ended December 31, 2024 and 2023, respectively, an increase of $4,600,357. The loss on
convertible notes during the current year related to; (i) a loss of $4,318,669 realized on an anti-dilution adjustment to the conversion
feature of certain convertible notes; (ii) a loss of $56,329 realized on the conversion feature of a convertible note which through a
no notice default clause, triggered a variable priced conversion liability; (iii) a loss of $170,246 realized on conversion of certain
convertible notes at prices lower than the current market price during the current year; (iv) a loss on debt extinguishment of $102,353
and (v) a penalty incurred on default of convertible notes and penalties on conversion amounting to $117,083. In the prior year, the
loss on debt conversion was $90,761 and penalty on default was $9,306. In addition, an expense was incurred on debt extinguishment of
$64,256 by extending the maturity date of certain convertible notes.

 Fair value on
price protected warrants

 Fair value on price
protected warrants was $2,051,405 and $0 for the years ended December 31, 2024 and 2023, respectively. During the current year the exercise
price of certain warrants were reset due to the anti-dilution price protection and in the case of certain warrants, full ratchet price
protection, from an exercise price of $0.345 to $0.084. This resulted in a Black -Scholes derived valuation difference related to those
certain warrants of $2,051,405.

 Loss on novation

 Loss on novation was
$0 and $1,066,165 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,066,165 or 100%. In the prior year,
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 $0 and $14,176 for the years ended December 31, 2024 and 2023, respectively, a decrease of $14,176 or 100.0%. In the prior
year, we issued a replacement warrant exercisable for 33,334 shares to an investor.

 Interest expense

 Interest expense was
$603,588 and $424,117 for the years ended December 31, 2024 and 2023, respectively, an increase of $179,471 or 42.3%. The increase is
related to new convertible note funding of $885,502, less repayments of $381,832 and $577,778 of promissory note funding during the current
year for working capital purposes.

 Interest income

 Interest income was
$32,838 and $0 for the years ended December 31, 2024 and 2023, respectively, an increase of $32,838 or 100.0%. The interest income relates
to funds advanced to Business Warrior prior to the cessation of our merger plans with them.

 Amortization of
debt discount

 Amortization of debt discount was $1,037,914 and $770,372 for the
years ended December 31, 2024 and 2023, respectively, an increase of $267,542 or 34.7%. The increase is primarily due to the amortization
of debt discount on convertible notes carried over from the prior year and additional debt discount on new convertible notes issued during
the current year to fund working capital.

 Derivative liability
movements

 Derivative liability
movements were $6,892,395 and $1,501,446 for the years ended December 31, 2024 and 2023, respectively, an increase of $5,390,949 or 359.1%.
The derivative liability arose primarily due to the revaluation of certain repriced conversion features on convertible notes and the
reset of the exercise price and full ratchet reset of certain warrants during the current year, and the subsequent mark-to-market of
these derivatives due to a declining stock price on the exercise of certain convertible notes during the current year.

 Operating loss
from equity method investment

 Net loss from equity
method investment was $819 and $403,282 for the years ended December 31, 2024 and 2023, respectively, a decrease of $402,463 or 99.8%.
The loss in the prior year related is due to the dilutive effect of withdrawals of cash out of the joint venture by the other joint venture
parties, impacting on the overall value of the. IPSIPay Express Joint venture attributes to the Company.

 Impairment of
equity method investments

 Impairment of equity
method investments was $705,142 and $0 for the years ended December 31, 2024 and 2023, respectively, an increase of $705,142 or 100.0%.
The equity method investment was impaired due to uncertainty as to when, the joint venture will begin generating revenues and the certainty
of future business prospects at this time.

 Net loss from
continuing operations

 Net loss from continuing
operations was $4,126,341 and $5,301,112 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,174,771 or 22.2%.
The decrease is primarily due to the decrease in general and administrative expenses, a decrease in depreciation and amortization, a
decrease in loss on novation and the movement in derivative liability, offset by an increase in loss on convertible notes and fair value
of price protected warrants, as discussed in detail above.

 Operating loss
from discontinued operations

 Operating loss from
discontinued operations was $0 and $40,821 for the years ended December 31, 2024 and 2023, respectively, a decrease of $40,821 or 100.0%.
On May 12, 2023, we entered into an agreement with Frictionless to unwind the equity ownership stakes that we and Frictionless have
in each other and in Beyond Fintech. We assigned to Frictionless all common stock of Frictionless owned by us and all shares of common
stock of Beyond Fintech owned by us.

 Loss on disposal
of subsidiary

 Loss on disposal of
subsidiary was $0 and $495,424 for the years ended December 31, 2024 and 2023, respectively, a decrease of $495,424 or 100.0%. This relates
to the unwinding of our relationship with Frictionless as described above. The consideration received by us for the assignment of our
equity in Beyond Fintech to Frictionless was $250,000, resulting in a net loss on disposal of $495,424.

 Net loss was $4,126,341
and $5,837,357 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,711,016 or 29.3%. the decrease is primarily
attributable to the decrease in net loss from continuing operations and the decrease in loss on disposal of subsidiary and investment,
as described above.

 Net loss attributable
to non-controlling interest

 Net loss attributable
to non-controlling interest was $0 and $1,597 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,597 or 100.0%.
We disposed of our Beyond Fintech subsidiary in the prior year, thereby eliminating minority shareholders' interests.

 Deemed dividend

 Deemed dividend was $426,807
and $0 for the years ended December 31, 2024 and 2023, respectively, an increase of $426,807 or 110.0%. the deemed dividend in the current
period related to a full rachet anti-dilution adjustment to certain fixed exercise price warrants issued to a convertible note holder
during the current year. The deemed dividend was recorded as a component of additional paid in capital.

 Net loss attributable
to Innovative Payment Solutions Inc., stockholders

 Net loss was $4,553,148
and $5,835,760 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,282,612 or 22.0%. the decrease is primarily
attributable to the decrease in net loss and the deemed dividend discussed 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 $62.8 million through December 31, 2024 and incurred negative cash flow from operations of $0.65 million for the year ended
December 31, 2024. Our primary focus is on our IPSIPay Express LLC three-way 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. To date, this joint
venture has not generated revenue, but we believe much of the background work necessary for IPSIPay Express to commence revenue generating
operations from payment processing has been completed. No assurances can be given, however, that such revenue generation will commence
or be meaningful to us as an approximately 22% joint venture partner in IPSIPay Express.

 At December 31, 2024,
we had cash of $526 and working capital deficit of $10.4 million, including a derivative liability of $1.1 million. After eliminating
the derivative liability our working capital deficit is $9.3 million.

 We used cash of $0.65
million and $1.45 million in operations for the years ended December 31, 2024 and 2023, respectively. Overall cash used in operations
decreased by $0.8 million due to cost containment to preserve cash balances.

 We invested $0.3 million
in Business Warrior in the form of notes receivable for strategic purposes during the year ended December 31, 2024. In the prior year
we had invested $0.1million in our payment platforms which we subsequently disposed of or novated to other parties and we invested $1.0
million in our equity method investment.

 We generated cash of
$1.3 million from promissory notes and convertible notes and repaid $0.4 million of convertible notes. In the prior year we generated
$2.4 million from convertible notes and repaid $0.3 million.

 At December 31, 2024,
we had outstanding convertible notes, including interest thereon of $5.0 million, net of unamortized debt discount of $0.1 million and
outstanding promissory notes, including interest thereon of $1.7 million, net of unamortized debt discount of $0.1 million. 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 ranging from 8% to 24.98% per annum. and are convertible into our common
stock at conversion prices ranging from fixed conversion prices of $0.084 per share (as adjusted for stock splits, stock combinations,
dilutive issuances and similar events), to variable conversion prices of 60% to 70% of lowest trading prices over a 10 to 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.

 Given our losses and
negative cash flows, we will be required to raise significant additional funds by issuing equity or equity-linked securities to progress
our existing business model with IPSIPay Express. 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, accordingly, there is substantial doubt relating to our ability
to continue as a going concern.

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

 Capital Expenditures

 Our capital expenditure
is dependent on our cash resources, currently we are not forecasting any additional capital expenditure for the 2025 fiscal year.

 Critical Accounting
Policies

 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 Consolidated Financial Statements included in Part II, Item 8 of this Form 10-
K for further information.

 Recently Issued Accounting
Pronouncements

 See Note 2 - Summary
of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K
for information regarding recently issued accounting standards.

 Contractual Obligations

 We have contractual
obligations in the form of notes and convertible notes which are described in the financial statements included as part of this Report.

 Inflation

 The effect of inflation
on the Company's operating results was not significant.

 Interest rate sensitivity

 We are not subject to
interest rate sensitivity; our debt consists primarily of fixed rate convertible debt.

 Item 7A. Quantitative and Qualitative
Disclosures About Market Risk

 Not applicable because
we are a smaller reporting company.

 Item 8. Financial Statements and Supplemental
Data

 Page

 Report of the Independent, Registered Public Accounting firm

 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and December 31, 2023

 Consolidated Statements of Deficit for the years ended December 31, 2024 and December 31, 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023

 Notes to the Consolidated Financial Statements

 F- 1

 New York Office:

 805 Third Avenue

 New York, NY 10022

 212.838.5100

 www.rbsmllp.com

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders of Innovative
Payment Solutions, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Innovative Payment Solutions, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements
of operations, changes in stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December
31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023,
and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity
with accounting principles generally accepted in the United States of America.

 The Company's Ability to Continue as a Going Concern

 The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying consolidated
financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities,
has an accumulated deficit, which raises substantial doubt about Company's ability to continue as a going concern. Management's
evaluation of the events and conditions and management's plans in regarding these matters are also described in Note 3. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters
arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Based on the previous year's audits and the reviews performed by RBSM during year ended December
31, 2024, RBSM determined there were no CAM's for the audit of the year ended December 31, 2024.

 PCAOB ID 587

 We have served as the Company's auditor since 2014.

 New York, NY

 March 31, 2025

 F- 2

 CONSOLIDATED BALANCE
SHEETS

 2024

 2023

 Assets

 Current Assets

 Cash

 $

 $

 Other current assets

 7,894

 38,818

 Notes receivable – current portion

 371,170

 -

 Total Current Assets

 379,590

 89,251

 Non-current assets

 Plant and equipment

 4,858

 7,027

 Security deposit

 -

 5,000

 Equity method investment

 703,938

 Total Non-Current Assets

 4,859

 715,965

 Total Assets

 $

 384,449

 $

 805,216

 Liabilities and Equity (Deficit)

 Current Liabilities

 Accounts payable

 $

 2,986,039

 $

 2,023,375

 Federal relief loans – current portion

 8,869

 9,369

 Notes payable, net of unamortized discount of $ 89,062 and $ 0, respectively

 1,669,873

 1,062,007

 Convertible debt, net of unamortized discount of $ 80,971 and $ 687,503, respectively

 5,016,205

 3,704,280

 Derivative liability

 1,138,204

 1,434,196

 Total Current Liabilities

 10,819,190

 8,233,227

 Non-Current Liabilities

 Federal relief loans

 150,000

 150,000

 Total Non-Current Liabilities

 150,000

 150,000

 Total Liabilities

 10,969,190

 8,383,227

 Stockholders' Equity (Deficit)

 Preferred stock, $ 0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

 -

 -

 Common stock, $ 0.0001 par value; 750,000,000 shares authorized. 19,081,446 and 13,819,889 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.*

 1,908

 1,382

 Additional paid-in-capital*

 52,202,117

 50,656,225

 Accumulated deficit

 ( 62,788,766

)

 ( 58,235,618

)

 Total Stockholders' Equity (deficit)

 ( 10,584,741

)

 ( 7,578,011

)

 Total Liabilities and
 Stockholders' Equity (Deficit)

 $

 384,449

 $

 805,216

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

 The accompanying notes
are an integral part of these audited consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENTS
OF OPERATIONS

 Twelve
 months ended

 Twelve
 months ended

 December

 December

 2024

 2023

 Net Revenue

 $
 -

 $

 Cost of Goods Sold

 -

 3,547

 Gross loss

 -

 ( 3,137
)

 General and administrative

 1,883,257

 3,576,352

 Depreciation

 2,169

 380,634

 Total Expense

 1,885,426

 3,956,986

 Loss from Operations

 ( 1,885,426
)

 ( 3,960,123
)

 Loss on convertible notes

 ( 4,764,680
)

 ( 164,323
)

 Fair value adjustment to price protected warrants

 ( 2,051,405
)

 -

 Loss on novation

 -

 ( 1,066,165
)

 Fair value of warrants issued

 -

 ( 14,176
)

 Loss on disposal of assets

 ( 2,600
)

 -

 Interest expense

 ( 603,588
)

 ( 424,117
)

 Interest income

 32,838

 -

 Amortization of debt discount

 ( 1,037,914
)

 ( 770,372
)

 Derivative liability movements

 6,892,395

 1,501,446

 Loss before income taxes

 ( 3,420,380
)

 ( 4,897,830
)

 Income taxes

 -

 -

 Net loss after income taxes

 ( 3,420,380
)

 ( 4,897,830
)

 Operating loss from equity method investments

 ( 819
)

 ( 403,282
)

 Impairment of equity method investment

 ( 705,142
)

 -

 Total loss from equity method investment

 ( 705,961
)

 ( 403,282
)

 Net loss from continuing operations

)

 ( 5,301,112
)

 Discontinued operations

 Operating loss from discontinued operations

 -

 ( 40,821
)

 Loss on disposal of subsidiary and investment

 -

 ( 495,424
)

 Net loss from discontinued operations

 -

 ( 536,245
)

)

 ( 5,837,357
)

 Net loss attributable to non-controlling interest

 -

 1,597

 Deemed dividend

 ( 426,807
)

 -

 Net loss attributable to Innovative Payment Solutions, Inc. Stockholders'

 $
 ( 4,553,148
)

 $
 ( 5,835,760
)

 Basic and diluted loss per share*

 Continuing operations*

 $
 ( 0.30
)

 $
 ( 0.41
)

 Discontinued operations*

 -

 ( 0.04
)

 $
 ( 0.30
)

 $
 ( 0.45
)

 Weighted Average Number of Shares Outstanding - Basic and diluted*

 15,077,923

 12,844,609

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

 The accompanying notes
are an integral part of these audited consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD JANUARY 1, 2023 TO DECEMBER 31, 2024

 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
)

 Conversion of convertible debt

 -

 -

 1,253,625

 523,135

 -

 -

 523,261

 Additional shares issued on reverse stock split

 -

 -

 2,838

 -

 -

 -

 -

 -

 Fair value of warrants issued for services

 -

 -

 -

 -

 159,004

 -

 -

 159,004

 Fair value of warrants issued to convertible debt holders

 -

 -

 -

 -

 1,045,655

 -

 -

 1,045,655

 Stock based compensation

 -

 -

 -

 -

 377,856

 -

 -

 377,856

 Fair value of warrants issued for equity method investments

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 5,835,760
)

 ( 1,597
)

 ( 5,837,357
)

 Balance at December 31, 2023

 -

 $
 -

 13,819,889

 $
 1,382

 $
 50,656,225

 $
 ( 58,235,618
)

 $
 -

 $
 ( 7,578,011
)

 Conversion of convertible debt

 -

 -

 5,261,557

 611,691

 -

 -

 612,217

 Fair value of warrant anti-dilution

 -

 -

 -

 -

 426,807

 ( 426,807
)

 -

 -

 Fair value of warrants issued for services

 -

 -

 -

 -

 75,357

 -

 -

 75,357

 Fair value of warrants issued to convertible debt holders

 -

 -

 -

 -

 109,268

 -

 -

 109,268

 Fair value of warrants issued on debt extinguishment

 -

 -

 -

 -

 102,353

 -

 -

 102,353

 Stock based compensation

 -

 -

 -

 -

 220,416

 -

 -

 220,416

 -

 -

 -

 -

 -

)

 -

)

 Balance at December 31, 2024

 -

 $
 -

 19,081,446

 $
 1,908

 $
 52,202,117

 $
 ( 62,788,766
)

 $
 -

 $
 ( 10,584,741
)

 The accompanying notes
are an integral part of these audited consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS
OF CASH FLOWS

 Twelve
 months ended

 Twelve
 months ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $
 ( 5,837,357
)

 Net loss from discontinued operations

 -

 536,245

 Net loss from continuing operations

)

 ( 5,301,112
)

 Adjustment to reconcile net loss to net cash used in operating activities:

 Derivative liability movements

 ( 6,892,395
)

 ( 1,501,446
)

 Depreciation

 2,169

 380,634

 Amortization of debt discount

 1,037,914

 770,372

 Loss on novation

 -

 1,066,165

 Loss on convertible notes

 4,764,680

 164,323

 Fair value of price protected warrants

 2,051,405

 -

 Fair value of warrants issued for services

 75,357

 159,004

 Deemed interest income

 ( 28,439
)

 -

 Unrealized loss on equity method investments

 403,282

 Impairment of equity method investment

 705,142

 -

 Stock based compensation

 220,416

 377,856

 Impairment of deposit

 5,000

 -

 Changes in Assets and Liabilities

 Other current assets

 25,001

 58,224

 Accounts payable and accrued expenses

 962,663

 1,577,888

 Interest accruals

 548,533

 392,714

 Cash used in operating activities - continuing operations

 ( 648,076
)

 ( 1,452,096
)

 Cash generated by operating activities - discontinued operations

 -

 35,287

 CASH USED IN OPERATING ACTIVITIES

 ( 648,076
)

 ( 1,416,809
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Investment in notes receivable

 ( 338,333
)

 -

 Investment in equity method investment

 ( 500
)

 ( 999,000
)

 Intangibles acquired

 -

 ( 44,405
)

 Investment in deposits

 -

 -

 Deposits refunded

 -

 14,800

 Net cash used in investing activities – continuing operations

 ( 338,833
)

 ( 1,028,605
)

 Net cash used in investing activities – discontinued operations

 -

 ( 36,230
)

 NET CASH USED IN INVESTING ACTIVITIES

 ( 338,833
)

 ( 1,064,835
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from short term notes and convertible notes

 1,318,834

 2,461,666

 Repayment of convertible notes

 ( 381,832
)

 ( 304,354
)

 Proceeds from non-controlling shareholders

 -

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 937,002

 2,157,312

 NET DECREASE IN CASH

 ( 49,907
)

 ( 324,332
)

 CASH AT BEGINNING OF YEAR

 374,765

 CASH AT END OF YEAR

 $

 $

 RECONCILIATION OF OPENING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS

 Cash

 $

 $
 373,822

 Cash included in assets held for resale

 -

 CASH AT BEGINNING OF THE YEAR

 $

 $
 374,765

 RECONCILIATION OF CLOSING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS

 Cash

 $

 $

 CASH AT END OF THE YEAR

 $

 $

 CASH PAID FOR INTEREST AND TAXES:

 Cash paid for income taxes

 $
 -

 $
 -

 Cash paid for interest

 $
 ( 55,055
)

 $
 ( 31,403
)

 NON-CASH INVESTING AND FINANCING ACTIVITIES

 Fair value of warrants issued with convertible notes

 $
 109,268

 $
 1,045,655

 Conversion of convertible debt to equity

 $
 441,971

 $
 432,500

 Fair value of warrants issued on debt extinguishment

 $
 102,353

 $
 -

 Fair value of warrants issued for equity method investments

 $
 -

 $

 The accompanying notes
are an integral part of these audited consolidated financial statements.

 F- 6

 ORGANIZATION AND DESCRIPTION
OF BUSINESS

 a)
 Organizational history

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

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

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

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

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

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

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

 On
June 21, 2021, the Company acquired a 10 % strategic interest in Frictionless Financial Technologies, Inc. ("Frictionless").
Frictionless delivered 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 enabled 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.

 F- 7

 ORGANIZATION AND DESCRIPTION
OF BUSINESS (continued)

 a)
 Organizational history (continued)

 On
May 12, 2023, the Company entered into an Agreement with Frictionless (the "May 2023 Frictionless Agreement") to unwind
the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless
Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company; (ii) the warrant to purchase 1,000,000 shares
of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled; (iii) the Company assigned to
Frictionless all shares of common stock of Beyond Fintech owned by the Company (the "Beyond Fintech Shares"); and (iv) the
rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b) participate in future financings
of Frictionless and (c) appoint a board member of Frictionless, were terminated. The consideration to the Company for the assignment of
the Beyond Fintech Shares to Frictionless was a credit against potential future services to be provided by Frictionless to the Company
in an amount up to $ 250,000. As a result of the novation agreement with Frictionless discussed below, the Company no longer utilizes,
and does not expect to utilize, the services of Frictionless for the foreseeable future. The collectability of the remaining credit receivable
of $ 231,431 was impaired.

 On
August 30, 2023, the Company implemented a 1 for 30 reverse stock split of its Common Stock. Unless the context expressly requires
otherwise, as used in this Report, all share and per share numbers reflect such reverse stock split.

 On
September 5, 2023, the Company's entered into a novation agreement whereby it assigned all its rights and interest in its e-wallet
product, IPSIPay, and its receivables and payables due from and to Frictionless, related to IPSIPay, to a third party in order to concentrate
all of its efforts on the IPSIPay Express LLC ("IPSIPay Express") joint venture. See note 1(b) for further information.

 b)
of current business

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

 IPSIPay
Express

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

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

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

 Pursuant
to the Operating Agreement, the Company agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in
the aggregate amount of up to $ 1,500,000 (the "IPSI Capital Contribution"). The Company was required to make the IPSIPay
Capital Contribution in three tranches of $ 500,000 (each, a "Tranche"), or such lesser amounts as may be unanimously
approved by the Board of Managers of IPSIPay Express. With the full funding of each Tranche, the Company will automatically receive an 11.11 %
membership interest in IPSIPay Express (or a pro rata portion thereof if less than a full Tranche is funded), and OpenPath and EfinityPay's
percentage interest in IPSIPay Express will be reduced pro rata accordingly. Should the Company contribute the full IPSI Capital Contribution,
the Members will each own one-third (1/3) of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or will
be made by the following dates and in the following amounts: (i) $ 200,000 of the initial Tranche was paid by the Company on June
21, 2023; (ii) the $ 300,000 balance of the initial Tranche was paid on August 4, 2023; (iii) the second $ 500,000 Tranche was
paid in September 2023 and (iv) the third $ 500,000 Tranche was expected to be paid on or before November 30, 2023. In late 2023,
the Company agreed with its joint venture partners that such investment was not required as IPEX is not operational. The need for any
additional advances will be addressed with the joint venture partners once IPEX becomes operational and begins generating revenue, the
Company's current equity holding in IPSIPay Express remains at 22 %.

 F- 8

 ORGANIZATION AND DESCRIPTION
OF BUSINESS (continued)

 b)
of current business (continued)

 Simultaneously
with the funding of the initial Tranche, the Company issued to each of OpenPath and EfinityPay a five-year Common Stock purchase warrant
(the "IPEX Warrant") to purchase 133,334 shares of Common Stock with an exercise price of $ 0.45 per share.
We are still obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 199,999 shares of
Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately
prior to the funding of the initial Tranche. Simultaneously with the funding of the second Tranche, we are obligated to issue to each
of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal
to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the second Tranche.
Should we decide to fund a third Tranche, we will be obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant
to purchase 166,667 shares of Common Stock with an exercise price equal to the average public closing price of the Common Stock
for the three trading days immediately prior to the funding of the third Tranche. If the full IPSI Capital Contribution is funded, OpenPath
and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares of Common Stock.

 c)
 Merger
Agreement with Business Warrior

 Business Warrior
Corporation ("Business Warrior") is a publicly listed, revenue generating fintech company that offers PayPlan,
a comprehensive lending software platform that includes marketing services for lenders and businesses. We believed that a potential combination
with a fintech company that generates some revenue monthly would complement the development and commercial launch of our IPSIPay Express TM products
and potentially other product offerings.

 On July 28,
2024, the Company entered into an Agreement and Plan of Merger by and among the Company, IPSI Merger Sub, Inc., a Delaware corporation
and a newly formed, wholly owned subsidiary of the Company ("Merger Sub") and Business Warrior.

 On January
22, 2025, the Company and Business Warrior mutually agreed to terminate the Agreement and Plan of Merger dated July 28, 2024. This decision
reflects our shared understanding and agreement that discontinuing the merger is in the best interest of both parties.

 a)
 Basis of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S.
GAAP").

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

 b)
 Principles of Consolidation

 The
consolidated financial statements as of December 31, 2024, include the financial statements of the Company. The consolidated financial
statements as of December 31, 2023, include the financial statements of the Company and its subsidiary, Beyond Fintech, in which it had
a majority voting interest, until May 12, 2023, the date of disposal. 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 consolidated financial statements.

 c)
 Use of Estimates

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

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the 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.

 F- 9

 d)
 Contingencies

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

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

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

 e)
 Fair Value of Financial Instruments

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

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

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

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

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

 ASC
825-10 " Financial Instruments " 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.

 f)
 Risks and Uncertainties

 The Company's
operations and prospects are and will be subject to significant risks and uncertainties including financial, operational, regulatory,
and other risks, including the potential risk of business failure. In particular, there is a risk that that IPSIPay Express business (the
commercial launch of which has taken longer than originally expected) may never generate revenue for the Company. Further, the ongoing
wars in Ukraine and between Israel, Hamas and more recently, Hezbollah and uncertainties regarding the global economic environment which
has resulted in a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy,
and extreme volatility in credit, equity and fixed income markets. These conditions may not only limit the Company's access to capital,
but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities, which may
have an adverse impact on its business and financial condition and may hamper the Company's ability to generate revenue and access
usual sources of liquidity on reasonable terms.

 The Company's
results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures,
and rates and methods of taxation, among other things.

 F- 10

 g)
 Recent accounting pronouncements

 The
Financial Accounting Standards Board ("FASB") issued additional updates during the year ended December 31, 2024.None of these
standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on
the Company's consolidated financial statements upon adoption.

 h)
 Reporting by Segment

 The
Company adopted FASB issued ASU 2023-07, "Segment Reporting (ASC Topic 280) for the annual reporting period ended December
31, 2024. The most significant provision was for the Company to disclose significant segment expenses that are regularly provided to the
chief operating decision maker ("CODM"), who is the CEO. All expense categories on the Consolidated Statements of Operations
are significant and there are no other significant segment expenses that would require disclosure. The Company's CODM, reviews financial
information presented on a consolidated basis for the purpose of making operating decisions, allocating resources, assessing financial
performance and making strategic decisions related to headcount and capital expenditures. The CODM regularly reviews net loss as reported
on the Company's consolidated statements of operations. The CODM uses net loss as the measure of profit or loss to allocate resources
and assess performance.

 Since
the Company operates as one reportable segment, all financial information required by "Segment Reporting" can be
found in the accompanying consolidated financial statements. The CODM does not review segment assets at a level other than that presented
in the Company's consolidated balance sheets. There are no intra-entity sales or transfers, and no significant expense categories
regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Operations.

 i)
 Cash and Cash Equivalents

 The
Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
At December 31, 2024 and 2023, respectively, the Company had no cash equivalents.

 The
Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution
in the United States. The balance at times may exceed federally insured limits. At December 31, 2024 and 2023, the balances did not exceed
federally insured limits.

 j)
 Accounts Receivable and Allowance for Doubtful Accounts

 Accounts
receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the
related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based
on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an
integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state
of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates.
Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible
are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously
written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December
31, 2024 and 2023.

 k)
 Investments

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

 The
Company uses the equity method, in terms of ASC 323, Equity Method and Joint Ventures, to account for investments when the investment
results in an ownership stake greater than 20 % or the Company exerts significant influence over the operations and management of the investment.
Under the equity method, the investment is recorded on the balance sheet as a non-current asset, initially at historical cost and is adjusted
for the Company's proportionate share of any gains and losses reported by the equity method investment. Any dividends received from
equity method investments decreases the carrying value of the investment. Any additional investment or disposal of a portion of the investment
will result in a change in basis adjustment to the carrying value of the investment which will be evaluated to determine if equity method
accounting is still appropriate. Equity method investments are evaluated to determine if the fair market value has declined below carrying
value, which will result in an impairment charge.

 F- 11

 l)
 Plant and Equipment

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

 Estimated
 Useful
 Life

 Computer equipment

 3 years

 Office equipment

 10 years

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

 m)
 Long-Term Assets

 Assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net
cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 n)
 Revenue Recognition

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

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

 i.
 identify the contract with
a customer;

 ii.
 identify the performance obligations
in the contract;

 iii.
 determine the transaction price;

 iv.
 allocate the transaction price
to performance obligations in the contract; and

 v.
 recognize revenue as the performance
obligation is satisfied.

 The
Company had no revenues for year ended December 31, 2024 and revenues of $ 410 for the year ended December 31, 2023.

 F- 12

 o)
 Share-Based Payment Arrangements

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

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

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

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

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

 p)
 Marketing and Advertising
costs

 Marketing
and advertising expenditure incurred on promoting the Company's previous products were expensed as incurred. Marketing and
advertising costs amounted to $ 154,864 and $ 428,909 for the years ended December 31, 2024 and 2023, respectively.

 q)
 Derivative Liabilities

 ASC
815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and
account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic
characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and
risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not
re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in
earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative
instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed
to be conventional, as described.

 r)
 Income Taxes

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

 Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes
as interest expense or penalties expense. As of December 31, 2024 and December 31, 2023, there have been no interest or penalties incurred
on income taxes.

 s)
 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.

 F- 13

 t)
 Reclassification of prior
year presentation

 Certain
prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on
the reported results of operations.

 LIQUIDITY MATTERS AND GOING
CONCERN

 The
Company's consolidated 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 and as of the year ended December 31, 2024, the Company had a net loss of $4.6 million. In connection with
preparing the consolidated financial statements for the year ended December 31, 2024, management evaluated the risks described in Note
2(f) above on the Company's business and its future liquidity for the next twelve months from the date of issuance of these financial
statements.

 The
accompanying consolidated financial statements for the period ended December 31, 2024
have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and
becomes profitable. Management's plans to continue as a going concern include raising additional capital through sales of
equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in
accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the
Company will be required to delay, and reduce the scope of the Company's development and operations. Continuing as a going
concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The
accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

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

 DISPOSAL OF INVESTMENT IN
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 1,000,000 shares of Common Stock previously issued by the Company to Frictionless as of December 30,
2022 was cancelled; (iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (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-mobnth 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

 $

 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

 F- 14

 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".

 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

 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
statement of operations from discontinued operations is as follows:

 2024

 2023

 Net Revenue

 $
 -

 $
 -

 Cost of Goods Sold

 -

 -

 Gross loss

 -

 -

 General and administrative

 -

 40,821

 Total Expense

 -

 40,821

 Loss from operations before income taxes

 -

 ( 40,821
)

 Income Taxes

 -

 -

 Loss from discontinued operations, net of taxation

 $
 -

 $
 ( 40,821
)

 F- 15

 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. Up until the date of disposal, the Company invested a further $ 77,211
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 up until the date of novation, the Company invested a further $ 1,171,805 to facilitate the functioning of the IPSIPay software
in the cloud environment. On September 5, 2023, the Company novated all its rights and obligations to its IPSIPay wallet to a third
party (see note 5 above).

 Amortization
expense was $ 0 and $ 347,298 for the years ended December 31, 2024 and 2023, respectively.

 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 December 31, 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 December 31, 2024 and 2023 is as
follow:

 2024

 2023

 Equity method Investment

 Cash contribution to IPSIPay Express

 $
 999,500

 $
 999,000

 Fair value of warrants issued to third party joint venture partners

 1,107,720

 1,107,220

 Equity loss from joint venture

 ( 404,101
)

 ( 403,282
)

 $
 703,619

 703,938

 Receivable from IPSIPay Express

 1,524

 -

 705,143

 703,938

 Impairment of investment

 ( 705,142
)

 -

 Equity method investment

 703,938

 Loss from Equity method investment

 Loss from joint venture

 403,282

 Impairment of equity method investment

 705,142

 -

 Total loss from equity method investment

 $
 ( 705,961
)

 $
 ( 403,282
)

 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.

 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.

 F- 16

 LEASES (continued)

 Total
Lease Cost

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

 2024

 2023

 Operating lease expense

 $
 -

 $
 40,704

 Other lease
information:

 2024

 2023

 Cash paid for amounts included in the measurement of lease liabilities

 Operating cash flows from operating leases

 $

 $
 ( 40,704
)

 FEDERAL RELIEF LOANS

 Small
Business Administration Disaster Relief loan

 On
July 7, 2020, the Company received a Small Business Economic Injury Disaster loan amounting to $ 150,000, bearing interest at 3.75 %
per annum and repayable in monthly installments of $ 731 commencing twelve months after inception with the balance of interest and
principal repayable on July 7, 2050. The loan is secured by all tangible and intangible assets of the Company. The proceeds are to be
used for working capital purposes to alleviate economic injury caused by the COVID-19 pandemic.

 The
company has accrued interest of $ 8,869 and $ 9,369 on this loan as of December 31, 2024 and 2023, respectively.

 NOTES PAYABLE

 Notes
payable consists of the following:

 Interest Rate

 Maturity date*

 Principal

 Accrued Interest

 Unamortized debt discount

 December 31, 2024 Amount, net

 December 31, 2023 Amount, net

 Cavalry Fund I LP

 10.0
 %

 $
 482,000

 $
 101,648

 $
 -

 $
 583,648

 $
 531,004

 Mercer Street Global Opportunity Fund, LLC

 10.0
 %

 482,000

 101,648

 -

 583,648

 531,003

 2024 notes

 0.0 to 8.5
 %

 February 28, 2025 to October 10, 2025

 577,778

 13,861

 ( 89,062
)

 502,577

 -

 Total notes payable

 $
 1,541,778

 $
 217,157

 $
 ( 89,062
)

 $
 1,669,873

 $
 1,062,007

 *
 All notes payable are technically in default due the default on
the outstanding Red Road Holdings Corporation and the Quick Capital LLC convertible notes disclosed in note 13 below. None of the note
payable lenders have formally declared a default to the Company.

 Interest
expense totaled $ 119,151 and $ 97,739 for the years ended December 31, 2024 and 2023, respectively.

 Amortization
of debt discount totaled $ 55,383 and $ 0 for the years ended December 31, 2024 and 2023, respectively.

 F- 17

 NOTES PAYABLE (continued)

Fund I LP and Mercer Street Global Opportunity Fund, LLC

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

 In
terms of the December 30, 2022 Note Amendment Transaction, described in more detail in note 13 below, the Original Warrants issued on
February 16, 2021 were irrevocably exchanged for 12-month non-convertible promissory notes in the amount of $ 482,000 (the "Exchange
Notes") to each of Cavalry and Mercer. This exchange caused the cancellation of the Original Warrants for all purposes. The Company
accounted for the aggregate value of the notes issued of $ 964,000, less the fair value of the warrants exchanged for these notes of $ 43,608,
totaling $ 920,392 as a component of the loss on convertible debt.

 The
Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent ( 10 %). The Company had the
right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue a total of 1,730,058 shares
of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations
under the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is
under no legal obligation to reserve such number of shares for future issuance.

 On
February 27, 2024, the maturity date of the notes was extended to April 30, 2024 with an automatic one-month extension each month until
such time as the note is declared to be in default, all other terms remain the same as the previous notes. The automatic extension of
the maturity date may not extend past November 27, 2024, thereafter all amounts due under the note are immediately due and payable. The
Company performed an analysis in terms of ASC 470 and it was determined that the extension was a debt modification, in addition, no additional
consideration was paid for the maturity date extension.

 With
effect from November 27, 2024, the notes accrue interest at 18% per annum, the default interest rate per the note agreement.

 2024
Notes

May 29, 2024 and November 27, 2024, the Company entered into nine Securities Purchase Agreements with four accredited investors, pursuant
to which the Company issued nine non-convertible promissory notes (the "2024 Notes") with an aggregate principal
amount of $ 577,778 for gross proceeds of $ 433,333, after taking into account an aggregate original issuance discount of $ 144,445.

 The
2024 Notes mature between February 28, 2025 and October 10, 2025 and bear interest at rates ranging from 0.0 % to 8.5 % per annum.

 The
2024 Notes have restrictions relating to fundamental transactions which require the approval of the note holder, in addition the note
holder has an optional redemption right on subsequent transactions that may require the Company to redeem all or part of the Note, at
a premium of 120 % of the cash amount of the Note, at the note holder's discretion.

 F- 18

 Convertible
notes payable consists of the following:

 Interest
 Rate

 Maturity
 date***

 Principal

 Accrued
 Interest

 Unamortized
 debt discount

 2024
 Amount,
 net

 2023
 Amount,
 net

 Cavalry Fund I LP

 18.00

 %*

 $
 819,371

 $
 17,571

 $
 -

 $
 836,942

 $
 909,218

 Mercer Street Global Opportunity Fund, LLC

 18.00

 %*

 991,754

 59,259

 -

 1,051,013

 1,139,764

 Red Road Holdings Corporation

 29.32

 %**

 -

 -

 -

 -

 -

 41,771

 27.77

 %**

 -

 -

 -

 -

 -

 18,683

 32.04

 %**

 -

 -

 -

 -

 -

 3,109

 24.98

 %**

 19,819

 -

 20,085

 -

 24.51

 %**

 March 30, 2025

 197,001

 16,840

 ( 40,043
)

 173,798

 -

 Quick Capital LLC

 11.12

 %**

 -

 -

 -

 -

 -

 -

 11.03

 %**

 64,171

 -

 -

 64,171

 -

 2023 and 2024 convertible notes

 8.00 to 12.00
 %

 Matured to October 22, 2025

 2,623,890

 287,234

 ( 40,928
)

 2,870,196

 1,591,735

 Total convertible notes payable

 $
 4,716,006

 $
 381,170

 $
 ( 80,971
)

 $
 5,016,205

 $
 3,704,280

 *
 The Cavalry Fund LLP and Mercer Street Global Opportunity Fund, LLC, notes are accruing interest at the default interest rate of 18 % with effect from November 27, 2024, prior to November 27, 2024, interest was accrued at 10 % per annum.

 **
 The Red Road Holdings Corporation and Quick Capital LLC, interest rates are effective interest rates as these convertible notes have a fixed interest charge which is earned on the issuance date, regardless of when payments are made.

 ***
 All convertible notes payable
are technically in default due the default on the outstanding Red Road Holdings Corporation and the Quick Capital LLC convertible notes
disclosed below. None of the convertible note payable lenders have formally declared a default to the Company.

 Interest
expense totaled $ 476,207 and $ 319,543 for the years ended December 31, 2024 and 2023, respectively.

 Amortization
of debt discount totaled $ 982,531 and $ 770,372 for the years ended December 31, 2024 and 2023, respectively.

 The
Cavalry, Mercer, Red Road Holdings Corporation 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.

and Mercer December 2022 Note Amendment Transaction

 The
Company twice extended its indebtedness to each Cavalry and Mercer. On February 3, 2022, the Company agreed to extend the maturity date
of the Cavalry/Mercer Notes to August 16, 2022. Additionally, on August 30, 2022, the Company entered agreements for an additional
maturity date extension to November 16, 2022. In consideration for the second extension, the Company agreed to (i) increase the principal
amount outstanding and due to Cavalry and Mercer under the Cavalry/Mercer Notes by twenty percent ( 20 %) and (ii) issue to each of Cavalry
and Mercer a new five-year warrant (each, an "Extension Warrant") to purchase an additional 100,000 shares of Common
Stock at an exercise price of $ 4.50 per share. The Extension Warrant contains the same terms and provisions in all material respects
as the Original Warrants, except for the difference in exercise price.

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

 (1)
 The conversion price of the
Cavalry/Mercer Notes was reduced from $ 4.50 to $ 0.345 per share (such reduced conversion price being the current conversion
price of the Notes give the passage of the November 16, 2022 maturity date of the Cavalry/Mercer Notes). As a result of this change in
conversion price, under the existing terms of the Cavalry/Mercer Notes, the 100,000 shares of Common Stock underlying the Extension
Warrants was increased to 1,304,348 shares;

 F- 19

and Mercer December 2022 Note Amendment Transaction (continued)

 (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 a total 1,730,058 shares of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations under the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for future issuance;

 (3)

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

 (4)
 Certain other warrants held by Cavalry and Mercer which contain a mandatory exercise provision allowing us to force exercise of such warrants if the price of the Common Stock is $ 1.80 per share or above were amended effective December 30, 2022 to reduce such forced exercise price to $ 1.20 per share; and

 (5)

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

 As
a result of the reduction in the conversion price of the Cavalry/Mercer Notes, certain other warrants held by third parties have their
exercise price of such warrants reduced to $ 0.345 per share. All of the shares of our Common Stock underlying the Cavalry/Mercer
Notes as amended and all warrants held by Cavalry and Mercer as adjusted were registered for resale pursuant to a registration statement
that was declared effective on February 6, 2023.

 The
amendments to the Cavalry/Mercer Notes were evaluated in terms of ASC 470, Debt, 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 $ 4.50 to $ 0.345 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 12 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.

 Effective
December 30, 2023 on February 27, 2024, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to April 30,
2024 with an automatic one-month extension each month until such time as the note is declared to be in default, all other terms remain
the same as the previous notes. The automatic extension of the maturity date may not extend past November 27, 2024, thereafter all amounts
due under the note are immediately due and payable. The Company performed an analysis in terms of ASC 470 and it was determined that the
extension was a debt modification, in addition, no additional consideration was paid for the maturity date extension.

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, additionally
to December 30, 2023 and again to April 30, 2024, with an automatic one-month extension each month until such time as the note is declared
to be in default, all other terms remain the same as the previous notes. The automatic extension of the maturity date may not extend past
November 27, 2024, thereafter all amounts due under the note are immediately due and payable. The Company is currently negotiating with
Cavalry to place the note into forbearance, currently interest is being accrued at the default interest rate of 18% per annum in terms
of the agreement.

 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.

 F- 20

Fund LLP (continued)

August 24, 2023 and November 20, 2023, Cavalry converted $ 139,726 of interest and $ 192,774 of principal into 963,769 shares
of Common Stock at a conversion price of $ 0.345 per share realizing a loss on conversion of $ 42,210.

September 5, 2024 and November 11, 2024, Cavalry converted an aggregate of $ 79,608 of principal and $ 88,876 of interest into 2,005,762 shares
of Common Stock at a conversion price of $ 0.084 per share realizing a loss on conversion of $ 37,490. Such conversion caused a reduction
in the $ 0.345 conversion price of the notes described above to $ 0.084 (see note 14).

 The
balance of the Cavalry Note plus accrued interest at December 31, 2024 was $ 836,942.

 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, additionally
to December 30, 2023 and again to April 30, 2024, with an automatic one-month extension each month until such time as the note is declared
to be in default, all other terms remain the same as the previous notes. The automatic extension of the maturity date may not extend past
November 27, 2024, thereafter all amounts due under the note are immediately due and payable. The Company is currently negotiating with
Mercer to place the note into forbearance, currently interest is being accrued at the default interest rate of 18% per annum in terms
of the agreement.

 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.

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

August 20, 2024 and November 11, 2024, Mercer converted an aggregate of $ 197,348 of interest into 2,349,380 shares of Common
Stock at a conversion price of $ 0.084 per share, realizing a loss on conversion of $ 89,527. Such conversion caused a reduction in
the $ 0.345 conversion price of the notes described above to $ 0.084 (see note 14).

 The
balance of the Mercer Note plus accrued interest at December 31, 2024 was $ 1,051,013.

 Red
Road Holdings Corporation

 On September 9, 2023,
the Company closed a transaction with Red Road Holdings Corporation ("RRH") pursuant to which the Company received net proceeds
of $ 125,000, after an original issue discount and fees of $ 21,900 in exchange for the issuance of a $ 146,900 Convertible Note
("RRH Note 1"), bearing interest at 13 %, which interest was earned on issuance of the note, an effective interest rate
of 29.3 %, and matured on June 15, 2024. The RRH Note 1 had mandatory monthly repayments of $ 18,444 which commenced on October
14, 2023. The RRH Note 1 was convertible into shares of Common Stock at a variable conversion rate of 60 % of the lowest trading
price twenty trading days before conversion.

 The RRH note 1 was repaid in full during the quarter ended June 30, 2024.

 F- 21

 Red
Road Holdings Corporation (continued)

 On October 19, 2023,
the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $ 60,000, after an original issue discount
and fees of $ 13,450 in exchange for the issuance of a $ 73,450 Convertible Note ("RRH Note 2"), bearing interest
at 13 %, which interest was earned on issuance of the note, an effective interest rate of 27.8 %, and matured on July 30, 2024.
The RRH Note 2 had mandatory monthly repayments of $ 9,222 which commenced on November 30, 2023. The RRH Note 2 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 6, 2024, RRH converted an aggregate of $ 13,833, including a penalty of $ 4,611 into 164,679 shares
of Common Stock at a conversion price of $ 0.084 per share, realizing a loss on conversion of $ 28,984, thereby extinguishing the
note.

 On December 20, 2023,
the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $ 50,000, after an original issue discount
and fees of $ 13,250 in exchange for the issuance of a $ 63,250 Convertible Note ("RRH Note 3"), bearing interest
at 15 %, which interest was earned on issuance of the note, an effective interest rate of 32.0 %, and matured on September 30,
2024. The RRH Note 3 had mandatory monthly repayments of $ 8,082. The RRH Note 3 was convertible into shares of Common Stock at a variable
conversion rate of 60 % of the lowest trading price twenty trading days before conversion. The
RRH Note 3 was repaid in full during the quarter ended December 31, 2024.

 On April 2, 2024, the
Company closed a transaction with RRH pursuant to which the Company received net proceeds of $ 70,000, after an original issue discount
and fees of $ 18,500 in exchange for the issuance of a $ 88,500 Convertible Note ("RRH Note 4"), bearing interest
at 15 %, which interest was earned on issuance of the note, an effective interest rate of 24.98 %, and matured on December 30,
2024. The RRH Note 4 had mandatory repayments of $ 61,065 on September 30, 2024 and $ 13,570 per month on October 30, 2024, November
30, 2024 and December 30, 2024. The RRH Note 4 is convertible into shares of Common Stock at a variable conversion rate of 65 % of
the lowest trading price ten trading days before conversion. During the quarter ended
December 31, 2024, the Company repaid $ 88,385 of the principal and interest outstanding. The final instalment was not made and a penalty
charge of 150 % of the total balance outstanding, amounting to $ 6,695 was recorded by the Company on December 30, 2024.
 The balance owing on the RRH Note 4 plus accrued interest at December 31, 2024 was $ 20,085.

 On
June 25, 2024, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $ 100,000, after an original
issue discount and fees of $ 25,080 in exchange for the issuance of a $ 125,080 Convertible Note ("RRH Note 5"),
bearing interest at 15 %, which interest is earned on issuance of the note, an effective interest rate of 24.51 %, and maturing
on March 30, 2025. The RRH Note 5 has mandatory repayments of $ 93,498 on December 30, 2024 and $ 16,782 per month on January
30, 2025, February 28, 2025 and March 30, 2025. The RRH Note 5 is convertible into shares of Common Stock at a variable conversion rate
of 65 % of the lowest trading price ten trading days before conversion.

 The first
instalment was not made, automatically placing the note into default, with a penalty charge of 150 % of the total balance outstanding of
$71,921 recorded by the Company on December 30, 2024.

 The
balance owing on the RRH Note 5 plus accrued interest, net of unamortized debt discount of $ 40,043 at December 31, 2024 was $ 173,798.

 F- 22

 Quick Capital,
LLC

 On March 4, 2024, the Company closed a transaction with Quick Capital, LLC ("Quick Capital") pursuant to which the Company received net proceeds of $ 94,000, after an original issue discount and fees of $ 20,286 in exchange for the issuance of a $ 114,286 Convertible Note ("Quick Cap Note 1"), bearing interest at an effective interest rate of 11.12 % per annum, which interest is earned on issuance of the note, and maturing on September 4, 2024. The Quick Cap Note 1 has monthly 30,875 commencing on May 4, 2024. The Note was convertible into shares of Common Stock at an adjusted conversion price of $ 0.084 per share, in addition, the Company issued a warrant exercisable for 357,764 shares of Common Stock at an initial exercise price of $ 0.345 per share. The warrant has full ratchet price protection which has resulted in the number of shares exercisable under the warrant increasing to 1,469,388 and the exercise price being amended to $ 0.084 per share.

 The Company had repaid an aggregate of $ 92,523 of the principal and interest outstanding and between September 6, 2024 and September 17, 2024, Quick Capital converted an aggregate of $ 32,906, including a penalty of $ 2,000 into 391,736 shares of Common Stock at a conversion price of $ 0.084 per share, realizing a loss on conversion of $ 13,965, thereby extinguishing the note.

 On May 28, 2024, the Company closed a transaction with Quick Capital pursuant to which the Company received net proceeds of $ 46,500, after an original issue discount and fees of $ 10,644 in exchange for the issuance of a $ 57,144 Convertible Note ("Quick Cap Note 2"), bearing interest at an effective interest rate of 11.03 % per annum, which interest is earned on issuance of the note, and maturing on November 28, 2024. The Quick Cap Note 2 has monthly 15,429 commencing on July 28, 2024. The Note is convertible into shares of Common Stock at an adjusted conversion price of $ 0.084 per share, in addition, the Company issued a warrant exercisable for 178,882 shares of Common Stock at an initial exercise price of $ 0.345 per share. The warrant has full ratchet price protection which has resulted in the number of shares exercisable under the warrant increasing to 734,694 and the exercise price being amended to $ 0.084 per share.

 No repayments have been made on the Quick Capital Note 2 which provides for a no notice default, whereupon the note accrued penalty interest at a rate of 24 % per annum on the total balance outstanding. The note holder did not apply the penalty interest to the balance outstanding. On November 28, 2024, the maturity date of the note, a penalty charge of 150 % of the balance outstanding of $ 30,856 was recorded by the Company as additional principal outstanding.

 On December 6, 2024, Quick Capital converted an aggregate of $ 29,400, including a penalty of $ 1,000 into 350,000 shares of Common Stock at a conversion price of $ 0.084 per share, realizing a loss on conversion of $ 280.

 The balance of the Quick Capital note plus accrued interest at December 31, 2024 was $ 64,171.

 2023
and 2024 Convertible Notes

February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors to purchase
convertible notes (the "2023 Convertible Notes"). Between February 6, 2024 and October 23, 2024, the Company entered into
Securities Purchase Agreements with 9 accredited investors to purchase convertible notes (the "2024 Convertible Notes").
The Company received an aggregate of $ 2,026,666 from the 2023 Convertible Notes and $ 575,002 from the 2024 Convertible Notes,
in gross proceeds in private placements through the issuance of:

 the 2023 Convertible Notes and
the 2024 Convertible Notes; and

 five-year warrants to purchase
an aggregate 5,696,586 shares of Common Stock associated with the 2023 Convertible Notes (the "2023 Warrants")
and an aggregate of 579,711 shares of Common Stock associated with the 2024 Convertible Notes (the "2024 Warrants"),
at an exercise price of $ 0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events).

 The
2023 Convertible Notes and the 2024 Convertible Notes mature between 3.5 months and 12 months from the date of issuance, 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 Convertible Notes and 2024 Convertible
Notes may be prepaid at any time without penalty. The Company is under no obligation to register the shares of Common Stock underlying
the 2023 Convertible Notes and the 2024 Convertible Notes or the 2023 Warrants and the 2024 Warrants, for public resale.

 F- 23

 2023
and 2024 Convertible Notes (continued)

 The
2023 Convertible Notes, the 2024 Convertible Notes and the 2023 Warrants and the 2024 Warrants contain conversion limitations providing
that a holder thereof may not convert or exercise such securities to the extent that, if after giving effect to such conversion or 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 conversion or exercise. A holder may increase or decrease its beneficial
ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99 %, and that any increase shall
not be effective until the 61st day after such notice.

 On
December 14, 2023, two notes totaling $ 225,000 ($ 200,000 and $ 25,000, respectively) which matured on December 31, 2023
were extended for an additional 3 months to March 30, 2024. In exchange for the extension, the Company issued the note holders additional
warrants exercisable for 292,463 shares of Common Stock at an exercise price of $ 0.345 per share. On May 4, 2024, the maturity
date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $ 25,000 note was further extended
to June 30, 2024. In exchange for the maturity date extension, the Company issued to the note holders additional warrants exercisable
for 292,463 shares of Common Stock at an exercise price of $ 0.345 per share.

 On
March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024
by an additional six months and as consideration for the extension, the note holders were issued additional warrants exercisable for 387,673 shares
of Common Stock at an exercise price of $ 0.345 per share. The modification was assessed in terms of ASC 470 and determined to be
a debt extinguishment, resulting in the warrant value of $ 66,047 being expensed as a loss on convertible notes.

 At
December 31, 2024, notes with a principal amount of $ 2,026,666 and accrued interest thereon on $ 254,901 have matured. Between
February 11, 2025 and February 19, 2025, convertible
note with a total balance outstanding of $ 772,669 had
maturity dates extended to December 31,2025 in exchange for a reduction in the conversion price of the convertible notes to $ 0.04 per
share. The Company will perform an analysis in terms of ASC 470 and determine whether the extension of the maturity date and the reduction
in the conversion price of the note is a debt modification or extinguishment.

 The
balance of the 2023 Convertible Notes and the 2024 Convertible Notes plus accrued interest at December 31, 2024 was $ 2,870,196, net of
unamortized debt discount of $ 40,928.

 DERIVATIVE LIABILITY

 The
convertible notes and warrants issued by the Company to Cavalry, Mercer and RRH as described in Note 13 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.

September 12, 2023 and December 20, 2023, and between April 2, 2024 and June 25, 2024, the Company entered into a convertible note agreement
with RRH which have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance
over varying periods of time, which gave rise to a derivative financial liability, which was initially valued at inception of the convertible
notes at $ 416,317 and $ 268,873, respectively, but limited to the cash value of the convertible notes of $ 235,000 and $ 150,000,
respectively, using a Black-Scholes valuation model.

 The
net movement on the derivative liability for the year ended December 31, 2023 was a net mark-to-market credit of $ 1,501,446 determined
by using a Black-Scholes valuation model.

 On
August 6, 2024, the Company received a conversion notice from the holder of RRH Note 2 (see Note 13) pursuant to which $ 13,833 of
the remaining principal, interest and late payment penalty under the RRH 2 Note was converted into 164,679 shares of Common
Stock at a conversion price of $ 0.084 per share. As a result of the conversion of the RRH Note 2, all other outstanding promissory
notes and warrants of the Company that contain price-based anti-dilution protection had the conversion prices of such notes and the exercise
price of such warrants adjusted to $ 0.084 per share and certain warrants of the Company that contain "full ratchet" anti-dilution
price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices
of such warrants adjusted to $ 0.084 per share (the "Triggering Event").

 F- 24

 DERIVATIVE LIABILITY (continued)

 Convertible
notes with an aggregate principal and interest balance outstanding on August 6, 2024 of $ 2,165,578 have such price-based anti-dilution
protection. Based on the conversion by the RRH Note 2 as described above, the conversion price of these notes will reset to $ 0.084. In
addition, certain warrants exercisable for 3,145,342 shares of common stock at an exercise price of $ 0.345 per share,
have a full ratchet provision which resulted in an increase in the number of shares of Common Stock exercisable for such warrants by 9,773,028 to
a total number of shares of Common Stock exercisable for such warrants of 12,918,370. In addition to this, certain warrants exercisable
for 457,897 shares of common stock have exercise price protection which will reduce the exercise price of these warrants to
$ 0.084 per share from $ 0.345 per share, resulting in a decrease in potential proceeds receivable from the exercise price of
such warrants by $ 119,511.

 The
value of the derivative liability related to the anti-dilution price protected convertible notes and warrants was evaluated immediately
prior to the Triggering Event and immediately after the Triggering Event, resulting in an additional derivative liability of $ 4,318,669 on
the convertible notes and $ 2,051,405 on the warrants. In addition, a payment was not made on a convertible note with a no notice
default clause, resulting in the triggering of a variable priced conversion feature, which gave rise to a derivative liability on the
payment due date, this gave rise to an additional derivative liability of $ 56,329, both determined using a Black-Scholes valuation model.

 The
net mark-to-market movement of the derivative liability for the year ended December 31, 2024 was a net mark-to-market credit of $ 6,892,395,
determined by using a Black-Scholes valuation model.

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

 2024

 2023

 Conversion price

 $
 0.0364 to 0.345

 $
 0.104
to 0.345

 Risk free interest rate

 3.58
to 5.50
 %

 3.60 to 5.55
 %

 Expected life of derivative liability

 $
to 41 months

 3.5 to 47 months

 Expected volatility of underlying stock

 24.3
to 262.09
 %

 158.72
to 217.01
 %

 Expected dividend rate

 0.0
 %

 0.0
 %

 The
movement in derivative liability is as follows:

 2024

 2023

 Opening balance

 $
 1,434,196

 $
 2,550,642

 Derivative financial liability arising from convertible notes and warrants

 226,329

 385,000

 Derivative liability arising on anti-dilutive convertible notes and warrants

 6,370,074

 -

 Fair value adjustment to derivative liability

 ( 6,892,395
)

 ( 1,501,446
)

 Closing balance

 $
 1,138,204

 $
 1,434,196

 F- 25

 a.
 Common Stock

 The
Company has total authorized Common Stock of 750,000,000 shares with a par value of $ 0.0001 each. The Company had 19,081,446 and13, 819,889 shares
of Common Stock issued and outstanding as of December 31, 2024 and December 31, 2023, 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.

 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.

 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.

 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.

 On
November 8, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 289,855 shares
of Common Stock for the conversion of $ 100,000 of convertible debt.

 On
November 20, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 500,000 shares
of Common Stock for the conversion of $ 172,500 of convertible debt.

 On
August 6, 2024, the Company received a conversion notice from the holder of RRH Note 2 (see Note 13) pursuant to which $ 13,833 of
the remaining principal, interest and late payment penalty under the RRH 2 Note was converted into 164,679 shares of Common
Stock at a conversion price of $ 0.084 per share. As a result of the conversion of the RRH Note 2, a warrant, with full ratchet anti-dilution
price protection, exercise price was reduced from $ 0.345 per share to $ 0.084 per share and the number of shares exercisable
was increased from 3,145,342 shares to 12,918,370 shares, resulting in a deemed dividend charge and a credit to additional
paid in capital of $ 426,807.

August 6, 2024 and December 6, 2024, in terms of conversion notices received from 4 convertible note holders, including the RRH Note 2
described above, the Company issued 5,261,557 shares of common stock for the conversion of $ 441,971 of convertible debt
at a conversion price of $ 0.084 per share, realizing an aggregate loss on conversion of $ 170,246.

 b.
 Restricted stock awards

 A
summary of restricted stock activity during the period January 1, 2023 to December 31, 2024 is as follows:

 Total
 restricted
 shares*

 fair market
 value per
 share*

 Total
 unvested
 restricted
 shares*

 fair market
 value per
 share

 Total vested
 restricted
 shares*

 fair market
 value per share*

 Outstanding January 1, 2023

 $
 1.50

 170,792

 $
 1.47

 612,375

 $
 1.50

 Granted and issued

 -

 -

 -

 -

 -

 -

 Forfeited/Cancelled

 -

 -

 -

 -

 -

 -

 Vested

 -

 -

 ( 170,792
)

 ( 1.47
)

 170,792

 1.47

 Outstanding December 31, 2023

 $
 1.50

 -

 $
 -

 $
 1.50

 Granted and issued

 -

 -

 -

 -

 -

 -

 Forfeited/Cancelled

 -

 -

 -

 -

 -

 -

 Vested

 -

 -

 -

 -

 -

 -

 Outstanding December 31, 2024

 $
 1.50

 -

 $
 -

 $
 1.50

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

 F- 26

 NOTES

 b.
 Restricted stock awards (continued)

 The
restricted stock granted, issued and exercisable at December 31, 2024 is as follows:

 Restricted Stock
 Granted and
 Vested

 Grant date Price

 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

 $
 1.50

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

 c.
 Preferred Stock

 The
Company has authorized 25,000,000 shares of preferred stock with a par value of $ 0.0001 authorized. No preferred stock
was issued and outstanding as of December 31, 2024 and December 31, 2023.

 d.
 Warrants

Between February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors.
In terms of these Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate 5,696,586 shares
of the Common Stock at an exercise price of $ 0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances
and similar events). The Company is under no obligation to register the shares of Common Stock underlying the 2023 Notes or the 2023 Warrants
for public resale.

 On
August 11, 2023, the Company issued an investor a five-year replacement warrant for a warrant that had expired on February 13, 2023 exercisable
for 33,334 shares of Common Stock at an exercise price of $ 1.50 per share.

 In
connection with the formation of IPSIPay Express, the Company issued to each of the other venture partners, OpenPath and EfinityPay, IPEX
Warrants to purchase an aggregate of 133,334 shares of Common Stock with an exercise of $ 0.45 per share. The Company is
obligated to issue each of OpenPath and EfinityPay additional IPEX Warrants to purchase 199,999 shares of Common Stock at a
price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the
remaining initial Tranche. Simultaneously with the funding of the second Tranche in September 2023, the Company became obligated to issue
to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price
equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the second
Tranche. Simultaneously with the funding of the third Tranche, the Company will issue to each of OpenPath and EfinityPay an additional
IPEX warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average public closing price of
the Common Stock for the three trading days immediately prior to the funding of the third Tranche. If the full IPSI Capital Contribution
is funded, OpenPath and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares of Common Stock.
See note 1(b) above. As of the date of this Report, it is not expected that the full IPSI Capital Contribution will be required to be
funded.

 On
December 14, 2023, the maturity date of two notes totaling $ 225,000 ($ 200,000 and $ 25,000, respectively) which matured on December
31, 2023 were extended for an additional 3 months to March 30, 2024. In exchange for the maturity date extension, the Company issued the
note holders five-year warrants exercisable for 292,463 shares of Common Stock at an exercise price of $ 0.345 per share.
On May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $ 25,000 note
was further extended to June 30, 2024. In exchange for the maturity date extension, the Company issued to note holders warrants exercisable
for 292,463 shares of Common Stock at an exercise price of $ 0.345 per share.

 During
2023, warrants exercisable for 33,334 shares expired as unexercised and an additional warrant exercisable for 1,000,000 shares
of Common Stock was forfeited on the disposal of Frictionless and Beyond Fintech.

 F- 27

 NOTES

 d.
 Warrants (continued)

 On
March 4, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor, as disclosed in note 13 above. In
terms of the Securities Purchase Agreement, the Company issued a five-year warrant to purchase an aggregate of 357,764 shares
of the Common Stock at an exercise price of $ 0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances
and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for
public resale.

 On
March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024
by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares
of Common Stock at an exercise price of $ 0.345 per share.

May 3, 2024 and May 28, 2024, the Company entered into a Securities Purchase Agreements with four accredited investors, as disclosed in
note 13 above. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 468,738 shares
of the Common Stock at an exercise price of $ 0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances
and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for
public resale.

 On
May 4, 2024, the maturity date of two notes totaling $ 225,000 which originally matured on December 31, 2023 and which maturity dates
were extended to March 30, 2024, on May 4, 2024, the maturity date of the $ 200,000 note was further extended to June 14, 2024, and
the maturity date of the $ 25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, on
June 14, 2024, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price
of $ 0.345 per share.

 On
August 6, 2024, the Company received a conversion notice from the holder of RRH Note 2 (see Note 13). As a result of the conversion of
the RRH Note 2, all warrants of the Company that contain price-based anti-dilution protection had the exercise price of such warrants
adjusted to $ 0.084 per share and certain warrants of the Company that contain "full ratchet" anti-dilution price protection
had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants
adjusted to $0.084 per share. Certain warrants exercisable for 3,145,342 shares of common stock at an exercise price of $ 0.345 per
share, have a full ratchet provision which results in an increase in the number of shares of Common Stock exercisable for such warrants
by 9,773,028 to a total number of shares of Common Stock exercisable for such warrants of 12,918,370 and a reduction
in the exercise price to $ 0.084 per share from $ 0.345 per share, In addition to this, certain warrants exercisable for 457,897 shares
of common stock have exercise price protection which reduced the exercise price of these warrants to $ 0.084 per share from $ 0.345 per
share, resulting in a decrease in potential proceeds receivable from the exercise price of such warrants by $ 119,511. This resulted in
a fair value adjustment charge of $ 2,478,211 of which $ 2,051,405 was recorded as a charge to the statement of comprehensive
loss as it related to warrants subject to derivative liability treatment and $ 426,807 was recorded as a deemed dividend expense,
as it related to a down round adjustment to the price of a warrant issued during the current year, which is not subject to derivative
liability treatment.

 On
October 22, 2024, the Company entered into a Securities Purchase Agreements with an accredited investor, as disclosed in note 13 above.
In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 289,855 shares
of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances
and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for
public resale.

 The
2023 and 2024 Warrants contain exercise limitations providing that a holder thereof may not exercise the Warrants to the extent that,
if after giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99 % (the "Maximum
Percentage") of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase
or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99 %,
and that any increase shall not be effective until the 61 st day after such notice.

 F- 28

 NOTES

 d.
 Warrants (continued)

 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:

 2024

 Exercise price

 $

 0.084 to 0.345

 Risk free interest rate

 3.73 to 4.56
 %

 Expected life

 1 to 5 years

 Expected volatility of underlying stock

 177.78 to 191.61
 %

 Expected dividend rate

 %

 A
summary of warrant activity during the period January 1, 2023 to December 31, 2024 is as follows:

 Shares

 Warrants*

 price per

 share*

 exercise

 price*

 Outstanding January 1, 2023

 5,186,376

 $
 0.345
- 5.625

 $
 0.9000

 Granted

 6,289,051

 0.345 - 1.500

 0.3556

 Increase in warrants due to debt amendment full rachet trigger

 ( 33,334
)

 1.500

 1.5000

 Cancelled on debt amendment

 ( 1,000,000
)

 0.345

 0.3450

 Exercised

 -

 -

 -

 Outstanding December 31, 2023

 10,442,093

 $
 0.345
- 5.625

 $
 0.6265

 Granted

 1,796,493

 0.084 - 0.345

 0.2670

 Increase in warrants due to anti-dilution price protection

 9,773,028

 0.084

 0.0840

 Forfeited

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding December 31, 2024

 22,011,614

 $
 0.084 - 5.625

 $
 0.3199

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

 The
warrants outstanding and exercisable at December 31, 2024 are as follows:

 Warrants Outstanding*

 Warrants Exercisable*

 Exercise Price*

 Outstanding*

 Remaining
 Contractual
 life in years

 Exercisable*

 Remaining
 Contractual
 life in years

 $
 0.084

 13,376,267

 2.87

 13,376,267

 2.87

 $
 0.345

 7,248,896

 3.69

 7,248,896

 3.69

 $
 0.450

 266,668

 3.48

 266,668

 3.48

 $
 1.035

 500,000

 0.52

 500,000

 0.52

 $
 1.500

 33,334

 3.61

 33,334

 3.61

 $
 4.500

 505,560

 1.21

 505,560

 1.21

 $
 5.625

 80,889

 1.21

 80,889

 1.21

 22,011,614

 3.05

 $
 0.3199

 22,011,614

 $
 0.3199

 3.05

 *
 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 December 31, 2024 and 2023.

 F- 29

 NOTES

 e.
 Stock options

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

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

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

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

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

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

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

 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.

During 2023, the Company cancelled options exercisable for 23,891 shares of Common Stock due to the previous resignation or
termination of employees and officers whose stock options were not exercised in accordance with the terms allowed under the plan and were
therefore canceled.

 During
2024, the Company options exercisable for 6,667 shares of Common Stock expired due to the resignation of a director whose options
were not exercised in accordance with the terms allowed under the plan and were therefore canceled.

 A
summary of option activity during the period January 1, 2023 to December 31, 2024 is as follows:

 Shares

 options*

 price per

 share*

 exercise

 price*

 Outstanding January 1, 2023

 1,543,891

 $
 1.20 - 12.00

 $
 4.47

 Granted

 -

 -

 -

 Forfeited/Cancelled

 ( 23,889
)

 $
 1.20 - 12.00

 5.41

 Exercised

 -

 -

 -

 Outstanding December 31, 2023

 1,520,002

 $
 1.20 - 12.00

 $
 4.46

 Granted

 -

 -

 -

 Forfeited/Cancelled

 ( 6,667
)

 $
 1.20

 1.20

 Exercised

 -

 -

 -

 Outstanding December 31, 2024

 $
 1.20 - 12.00

 $
 4.47

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

 F- 30

 NOTES

 e.
 Stock options (continued)

 The
options outstanding and exercisable at December 31, 2024 are as follows:

 Options Outstanding*

 Options Exercisable*

 Exercise Price*

 Outstanding*

 Remaining
 Contractual
 life in years

 Exercisable*

 Remaining
 Contractual
 life in years

 $
 1.20

 13,334

 7.71

 13,334

 7.71

 $
 4.50

 1,500,001

 6.94

 1,500,001

 6.94

 6.94

 $
 4.47

 $
 4.47

 6.94

 The
options outstanding have an intrinsic value of $ 0 as of December 31, 2024 and 2023.

 The
option expense was $ 220,416 and $ 377,856 for the years ended December 31, 2024 and 2023, respectively.

 LOSS ON CONVERTIBLE NOTES

 The
loss on convertible notes consists of the following:

 2024

 2023

 Penalty on convertible note

 $
 117,083

 $
 9,306

 Expense on extension of maturity date of convertible notes

 102,353

 64,256

 Loss on conversion of convertible notes

 170,246

 90,761

 Loss on anti-dilution price protection adjustment

 4,318,669

 -

 Loss on convertible note default conversion feature

 56,329

 -

 $
 4,764,680

 $
 164,323

 Penalty
on convertible note

 On
August 3, 2023, the Company cash settled the outstanding balance of two convertible notes owing to 1800 Diagonal Street Lending LLC, including
an early settlement penalty thereon of $ 9,306.

September 6, 2024 and December 6, 2024, $ 3,000 of additional conversion penalties on convertible note conversions were charged to the
Company, in addition between August 6, 2024 and December 30, 2024 as additional penalty of 150 % of the outstanding balance, including
interest of certain convertible notes was charged to the Company, amounting to $ 114,083.

 Expense
on extension of maturity date of convertible notes

 On
December 14, 2023, the Company extended the maturity date of two convertible notes to March 30, 2024, and issued the note holders additional
warrants exercisable for 292,463 shares of common stock, the modification of the terms and the issue of the new warrants was
assessed as a debt extinguishment, resulting in a charge of $ 64,256 for the year ended December 31, 2023.

 On
March 14, 2024, the Company extended the maturity date of 11 convertible notes which matured between February 13, 2024 and February 23,
2024 by six months and issued the note holders additional warrants exercisable for 387,673 shares of Common Stock, the modification
of the terms and the issue of the new warrants was assessed as a debt extinguishment.

 On
May 4, 2024, the maturity date of two notes totaling $ 225,000 which originally matured on December 31, 2023 and which maturity
dates were extended to March 30, 2024, on May 4, 2024, the maturity date of the $ 200,000 note was further extended to June
14, 2024, and the maturity date of the $ 25,000 note was further extended to June 30, 2024. In exchange for the maturity date
extension, on June 14, 2024, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock, the
modification of the terms and the issue of the new warrants was assessed as a debt extinguishment.

 The
debt extinguishments resulted in a charge of $ 102,352 for the year ended December 31, 2024

 F- 31

 NOTES

 LOSS ON CONVERTIBLE NOTES

 Loss
on conversion of convertible notes

 During the
prior year an aggregate amount of $ 432,500 of convertible debt was converted into equity at a fixed conversion price of $ 0.345 per share,
realizing an aggregate loss on conversion of $ 90,761.

August 6, 2024 and December 6, 2024, in terms of conversion notices received from 4 convertible note holders, the Company issued 5,261,557
shares of common stock for the conversion of an aggregate amount of $ 441,971 of convertible debt at a conversion price of $ 0.084 per
share, realizing an aggregate loss on conversion of $ 170,246.

 Loss on anti-dilution price
protection adjustment

 As
a result of the conversion of the RRH Note 2 ( see note 13 above), included in the paragraph above, all other outstanding convertible
notes of the Company that contain price-based anti-dilution protection had the conversion prices of such notes adjusted to $ 0.084 per
share (the "Triggering Event").

 The
value of the derivative liability related to the anti-dilution price protected convertible notes was evaluated immediately prior to the
Triggering Event and immediately after the Triggering Event, resulting in an additional derivative liability and loss on convertible notes
of $ 4,318,669.

 Loss on convertible
note default conversion feature

 The
Company was unable to make a payment on a convertible note on July 28, 2024, which resulted in the triggering of a variable priced conversion
feature, giving rise to a derivative liability on the payment due date, this gave rise to an additional derivative liability and loss
on convertible notes of $ 56,329.

 INCOME TAXES

 The
Company's operations are based in the US and currently enacted tax laws in the US are used in the calculation of income taxes.

 Federal
Income Tax - United States

 On
December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law
by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction
of the corporate income tax rate from a top marginal rate of 35 % to a flat rate of 21 %, limitation of the tax deduction for
interest expense to 30 % of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80 %
of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward
without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of
U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions
for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug
tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding
the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various
states will conform to the newly enacted federal tax law.

 Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized. It is the Company's policy to classify interest and penalties on income taxes
as interest expense or penalties expense. As of December 31, 2022 and 2021, there have been no interest or penalties incurred on income
taxes.

 F- 32

 NOTES

 INCOME TAXES (continued)

 The
provision for income taxes consists of the following:

 2024

 2023

 Current

 Federal

 $
 -

 $
 -

 State

 -

 -

 Foreign

 -

 -

 $
 -

 $
 -

 Deferred

 Federal

 $
 -

 $
 -

 State

 -

 -

 Foreign

 -

 -

 $
 -

 $
 -

 A
reconciliation of the U.S. Federal statutory income tax to the effective income tax is as follows:

 December
 31, 2024

 December
 31, 2023

 Continuing operations

 Tax expense at the federal statutory rate

 $
 ( 866,532
)

 $
 ( 1,225,845
)

 State tax expense, net of federal tax effect

 ( 226,139
)

 ( 170,564
)

 Permanent differences

 387,714

 712,951

 Prior year net operating loss true up

 ( 1,020,869
)

 ( 228,714
)

 ( 1,725,826
)

 ( 912,172
)

 Deferred income tax asset valuation allowance

 1,725,826

 912,172

 $
 -

 $
 -

 Significant
components of the Company's deferred income tax assets are as follows:

 2024

 2023

 Other

 $
 241,491

 $
 241,491

 Capital loss

 491,275

 491,275

 Net operating losses

 8,625,904

 6,900,076

 Stock based compensation

 511,142

 511,142

 Valuation allowance

 ( 9,869,812
)

 ( 8,143,984
)

 Net deferred income tax assets

 $
 -

 $
 -

 The
valuation allowance for deferred income tax assets as of December 31, 2024 and December 31, 2023 was $ 9,869,812 and
$ 8,143,984, respectively. The net change in the deferred income tax assets valuation allowance was an increase of $ 1,725,826 and
is primarily attributable to tax operating losses and capital losses realized during the current year.

 As
of December 31, 2024, the prior three years remain open for examination by the federal or state regulatory agencies
for purposes of an audit for tax purposes.

 As
of December 31, 2024, the Company had available for income tax purposes approximately $ 32.1 million in federal and $ 30.0 million
in state net operating loss carry forwards, which may be available to offset future taxable income. $ 3.5 million of the net
operating losses will begin to expire in 2034 and $ 28.6 million has an indefinite life. Due to the uncertainty of
the utilization and recoverability of the loss carryforwards and other deferred tax assets, Management has determined a full valuation
allowance for the deferred tax assets since it is more likely than not that the deferred tax assets will not be realizable.

 The
Company's ability to utilize the previous Federal operating loss carryforwards may be adjusted if, pursuant to IRC Section 382/383
of the Internal Revenue Code of 1986, as amended, a change of ownership occurs. Management does not believe an ownership change has occurred
under IRC Section 382/383. A future change in ownership may result in an adjustment to the loss carryforward.

 The
Company is subject to taxation in the U.S. and CA state. U.S. federal income tax returns for 2019 and after, remain open to examination.
No income tax returns are currently under examination. As of December 31, 2024 and 2023, the Company does not have any unrecognized tax
benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest
related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2024 and 2023, there were no penalties or
interest recorded in income tax expense.

 F- 33

 NOTES

 NET LOSS PER SHARE

 Basic
loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based
on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance
of common shares that have an anti-dilutive effect on net loss per share. For the years ended December 31, 2024 and 2023 all
warrants options and convertible debt securities were excluded from the computation of diluted net loss per share.

 Dilutive
shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because
their affect would have been anti-dilutive for the years ended December 31, 2024 and 2023 are as follows:

 2024
 (Shares)

 2023
 (Shares)

 Convertible debt

 40,731,757

 13,363,993

 Stock options

 1,520,002

 Warrants to purchase shares of common stock

 22,011,614

 10,442,093

 64,256,706

 25,326,088

 RELATED PARTY TRANSACTIONS

 The
following transactions were entered into with related parties:

 William
Corbett

 The
option expense for Mr. Corbett was $ 155,369 and $ 266,346 for the years ended December 31, 2024 and 2023, respectively.

 Richard
Rosenblum

 The
option expense for Mr. Rosenblum was $ 65,047 and $ 111,510 for the years ended December 31, 2024 and 2023, respectively.

 COMMITMENTS AND CONTINGENCIES

 The
Company has notes payable and convertible notes payable, disclosed under notes 12 and 13 above, which originally matured between May 22,
2024 and October 22, 2025, should the convertible notes not be converted to Common Stock prior to their maturity dates, the Company
may need to repay the principal and interest outstanding on these notes.

 SUBSEQUENT EVENTS

 Resignation
of director and officer

 With
effect from January 7, 2025, Mr. Rosenblum resigned his positions of President, Chief Financial Officer and director of the Company. Mr.
Corbett, the Company's CEO has stepped into the role of Chief Financial Officer and President, temporarily.

 Executive
employment agreement

 On
January 7, 2025, the Company entered into an employment agreement with Mr. Corbett, as the Company's chief executive officer with
compensation of $ 240,000 per annum and the award of options exercisable for 600,000 shares of common stock at an exercise price of $ 0.09
per share. The options vest as to 300,000 immediately and 300,000 over the next three years, on a monthly basis.

 F- 34

 NOTES

 SUBSEQUENT EVENTS (continued)

 Conversion
of convertible notes

 Between January 7, 2025 and March
21, 2025, The Company received conversion notices from convertible note holders converting an aggregate of $ 226,917 into 51,296,285 shares
of common stock at conversion prices ranging from $ 0.0325 to $ 0.001105 per share, resulting in a loss on conversion of $ 101,254.

 As
a r esult of the conversion notices received, warrants exercisable for 457,897 shares of common stock that contain price-based anti-dilution
protection had the exercise price of such warrants adjusted from $ 0.084 per share to $ 0.001105 per share and certain warrants exercisable
for 12,918,370 shares of common stock that contain "full ratchet" anti-dilution price protection had the number of shares
exercisable for such warrants increased by the full ratchet provision and the exercise prices of such warrants adjusted to $ 0.001105 per
share. In addition, certain convertible notes with an aggregate balance outstanding of $ 1,968,434 on December 31, 2024, had their conversion
price reduced to $ 0.001105 as of March 21, 2025. Further conversions at conversion prices lower than $ 0.001105 subsequent to March 21,
2025, will impact the exercise price and the number of warrants outstanding and the conversion price of conver tible
notes for subsequent reporting periods.

 Convertible
note funding

January 7, 2025 and February 20, 2025, the Company entered into Securities Purchase Agreements pursuant to which the Company issued
two convertible promissory notes an d two warrants to one accredited investment entity for total
gross proceeds of $ 223,000. The notes are unsecured, mature 12 months from issuance date and bear interest at a rate of 8 % per annum
based on a 360 day trading-year, and are convertible into shares of common stock of the Company at a conversion price of $ 0.084 per
share (as adjusted for stock splits, stock combinations, and similar events). The Notes may be prepaid at any time without penalty. The
Note contains customary events of default. The Company is under no obligation to register the shares of Common Stock underlying the Notes
for public resale. In terms of the Securities Purchase Agreement, the Company issued five -year warrants to purchase an aggregate of 2,654,761 shares
of the Common Stock at an exercise price of $ 0.084 per share (as adjusted for stock splits, stock combinations, and similar events).
The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

 Termination of merger plan with Business
Warrior

 On January 22, 2025, the Company and
Business Warrior mutually agreed to terminate the Agreement and Plan of Merger dated July 28, 2024. This decision reflects our shared
understanding and agreement that discontinuing the merger is in the best interest of both parties.

 Settlement
of legal dispute

 On
March 4, 2025, the Company and Mr. Corbett, entered into a settlement agreement with Naum Voloshin, Andrey Novikov, Frank Perez, Yulia
Rey and Alexander Voloshin (the "Plaintiff Group"), whereby the Company agreed to pay $ 500,000 in settlement and full and
final resolution of all claims and causes of action that the Plaintiff Group, or any member thereof, holds or has asserted (or could have
asserted) against the Company and Mr. Corbett.

 Within
5 days of March 4, 2025, the Company will pay $ 100,000 (the "First Payment") and within 60 days the Company will pay a further
$ 100,000 including interest thereon at 10 % per annum from March 5, 2025, and within 24 days, a final payment of $ 300,000, including interest
thereon at 10 % per annum from March 5, 2025. The initial payment of $ 100,000 was made on March 24, 2025.

 Any
breach of the terms of the settlement agreement will result in a payment to the Plaintiffs of liquidated damages of $ 25,000 for each event
of default.

 In
order to secure the obligations to the Plaintiff Group, the Company executed two convertible promissory notes, the first note for $ 100,000
("Note 1") and the second note for $ 300,000 ("Note 2"). Each note bears interest at the rate of 10 % per annum,
Note 1 has a maturity date of 60 days and Note 2, 240 days from March 5, 2025. The Notes will be convertible upon an event of default,
which includes any failure to pay any of the installments. The Notes plus any accrued interest thereon, are convertible into common stock
of the Company at a conversion price of $ 0.02 per share or the lowest conversion price of the senior secured note holders, as determined
and established as the conversion price for all their notes outstanding as of March 5, 2025, if there are any limits on trading or the
trading price falls below $ 0.01 per share, the conversion price will be discounted by a further 15 %. The notes provide for certain events
such as mergers and consolidations, distributions to shareholders, and stock splits and dividends.

 F- 35

 Item 9. Changes in
and Disagreements with Accountants on Accounting and Financial Disclosures

 None.

 Item 9A. Controls
and Procedures

 Disclosure Controls
and Procedures

 We have adopted and maintain
disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the
reports filed under the Exchange Act, such as this Annual Report, is collected, recorded, processed, summarized and reported within the
time periods specified in the rules of the SEC. Our disclosure controls and procedures are also designed to ensure that such information
is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act,
Rule 13a-15, our management, including our Chief Executive Officer (who is our Principal Executive Officer and our President and Chief
Financial Officer (who is our Principal Financial Officer), after evaluating the effectiveness of disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report have concluded that our
disclosure controls are not effective due to a lack of written policies and procedures to address all material transactions and developments
impacting the financial statements.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our management is also
responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15.
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to provide
reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
Management conducted an assessment of our internal control over financial reporting as of December 31, 2024 based on the framework and
criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework
2013 ("COSO"). The COSO framework requires rigid adherence to control principles that require sufficient and adequately trained
personnel to operate the control system. Our management has concluded that our internal control over financial reporting continued to
be ineffective as of December 31, 2024 as a result of continuing insufficient segregation of duties and oversight of work performed in
the finance and accounting function due to limited personnel with the appropriate skill sets. During 2025, our management plans to continue
to address these matters with a view towards remediating the weaknesses.

 Our management, including
our Chief Executive Officer and President and Chief Financial Officer, 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.

 Changes in Internal
Control Over Financial Reporting

 Other than disclosed
above, 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 year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

 This annual report does
not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us provide only
management's report in this annual report.

 Item 9B. Other
Information

 None.

 Item 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers
and Corporate Governance

 The table below sets
certain information concerning our executive officers and directors, including their names, ages, anticipated positions with us. Our executive
officers are chosen by our Board and hold their respective offices until their resignation or earlier removal by the Board.

 In accordance with our
Articles of Incorporation, as amended, incumbent directors are elected to serve until our next annual meeting and until each director's
successor is duly elected and qualified.

 Executive Officers
and Directors

 The table below sets
certain information concerning our executive officers and directors, including their names, ages, anticipated positions with us. Our executive
officers are chosen by our board and hold their respective offices until their resignation or earlier removal by the board.

 In accordance with our
Articles of Incorporation, as amended, incumbent directors are elected to serve until our next annual meeting and until each director's
successor is duly elected and qualified.

 Name

 Age

 Position

 Chairman of the Board, Chief Executive Officer, and Director

 Madisson Butler

 Director

 David Rios

 Director

 Currently, our Board
of Directors consists of four (4) members: William Corbett (Chairman), Richard Rosenblum, Madisson Butler, and David Rios. Except
for Ms. Butler, who is the daughter of Mr. Corbett, there are no family relationships between the members of our Board of Directors and
executive officers.

 The following information
pertains to the members of our board and executive officers, their principal occupations and other public Company directorships for at
least the last five years and information regarding their specific experiences, qualifications, attributes and skills:

 William Corbett, Chairman
of the Board, Chief Executive Officer and Director. Mr. Corbett has been serving as the Company's Chief Executive
Officer and a Director since August 6, 2019 and as its Chairman since February 22, 2021. He was also the Company's Interim
Chief Financial Officer from August 6, 2019 to July 22, 2021.

 William Corbett has over
thirty years of Wall Street experience. Starting with Bear Stearns in the mid-eighties he became an associate director responsible
for managing over 50 brokers and was subsequently hired by Lehman Brothers where he was one of the top producers in the 1990's.
In 1995, he co-founded and became CEO of The Shemano Group, a San Francisco investment banking boutique, which developed into one
of the leading banks for funding small cap companies. Mr. Corbett was a managing director at Paulson Investment Co. from October 2013
until October 2016, responsible for West Coast investment banking activities. He also has served as CEO of DPL a lending company,
and a wholly owned subsidiary of DPW Holdings, Inc., from October of 2016 until May 2019.

 Mr. Corbett's
financial experience on Wall Street, specifically with micro-cap companies, we believe provides him with the attributes that make
him a valuable member of the Company's Board of Directors.

 Richard Rosenblum, President,
Chief Financial Officer, Secretary and Director. Mr. Rosenblum has been serving as the Company's President, Chief Financial
Officer and a Director since July 22, 2021. Mr. Rosenblum has also served as the Secretary of the Company since August 26,
2021.

 Richard Rosenblum has
been, since its founding in 1994, Chief Executive Officer and Principal at Harborview Capital Advisors LLC ("Harborview"),
which provided strategic advisory services in the areas of capital formation, merchant banking and management consulting. Additionally,
Mr. Rosenblum has been the owner of Harborview Property Management ("HPM") for over twenty-five (25) years,
where he invests and manages domestic and international commercial real estate, and multi-family real-estate assets. From 2008
to 2014, Mr. Rosenblum was a Director, President and Executive Chairman of Alliqua Biomedical Inc. (NASDAQ: ALQA), which developed
and marketed hydrogel manufacturing technology in the wound care sector. His philanthropic and community-centered activities include
being a founding board member of the Dr. David Feit Memorial Foundation (DFM), which for over 15 years raised money for the
benefit and support of youth activities. Since 2018. Effective January 17, 2022, Mr. Rosenblum was appointed as an independent director
to the board of H-Cyte, Inc. H-CYTE is a medical biosciences company with a mission is to become a leader in next-generation, cellular
therapeutics for the treatment of chronic health conditions. Mr. Rosenblum graduated Summa Cum Laude from SUNY Buffalo with a B.A.
in Finance & Accounting.

 Mr. Rosenblum's
experience as an executive of a publicly traded company and his financial experience, including in investment banking and as an investor
in publicly traded companies, we believe provide him with the attributes that make him a valuable member of the Company's Board.

 Mr. Rosenblum resigned
from all positions on January 7, 2025, with immediate effect.

 Madisson G. Butler, Director.
Ms. Madisson G. Butler (formerly known as Madisson Corbett) was appointed to our
Board of Directors in May 2021. Ms. Butler has extensive experience in sales and built the sales development organizations at Series A-C tech
companies. Ms. Butler's career in sales began in San Diego, overseeing global sales and marketing at the top surf wax company in
the US. Ms. Butler then worked at the International Surfing Association, recognized by the International Olympic, Committee and helped
introduce surfing to the Olympics in 2020. After her time in San Diego, Ms. Butler began working for various Y Combinator companies including
payroll & benefits platform, Gusto, hiring software, Lever, and mental health start up, Modern Health. Presently, Ms. Butler
works for fintech start-up, Brex.com and has been with the company over the last two years. She built out the entire sales development
organization from scratch and oversaw top of funnel production for the Go To Market Team at Brex.com. Ms. Butler managed the increase
of recurring annual revenue from $20,000,000 to $100,000,000 in just 18 months and her team accounted for 85% of the net new revenue
generated during the period.

 We chose Ms. Butler to
serve as a member of our Board of Directors due to her extensive business and finance experience, which makes her a valuable member of
our Board of Directors.

 David Rios, Director.
David Rios was appointed to our Board of Directors on July 22, 2021. Mr. Rios is a currently a philanthropist. Prior to turning
to philanthropy approximately ten years ago, Mr. Rios was the founder, Chairman, and Chief Executive Officer of D.F. Rios
Construction, Inc., the largest framing construction company in the state of California, for over 30 years. Mr. Rios was also
President of the California Framers Association and on the Board of Carpenters. Additionally, Mr. Rios sat on the Board of Pan Pacific
Bank where he was instrumental in closing its acquisition by California Bank of Commerce in December 2015.

 We chose Mr. Rios
to serve as a member of our Board of Directors due to his extensive business experience, which makes him a valuable member of our Board
of Directors.

 Corporate Governance

 Code of Conduct and Ethics

 Effective as of May 12,
2016, we adopted a Code of Conduct and Ethics that applies to, among other persons, our president or chief executive officer as well as
the individuals performing the functions of our chief financial officer, corporate secretary and controller. As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

 honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 full, fair, accurate, timely,
and understandable disclosure in reports and documents that we file with, or submit to regulatory agencies, including the SEC;

 the prompt internal reporting
of violations of the Code of Conduct and Ethics to an appropriate person or persons identified in the Code of Conduct and Ethics; and

 accountability for adherence
to the Code of Conduct and Ethics.

 Our Code of Conduct and
Ethics requires, among other things, that all of our personnel be afforded full access to our president or chief executive officer with
respect to any matter which may arise relating to the Code of Conduct and Ethics. Further, all of our personnel are to be afforded full
access to our Board of Directors if any such matter involves an alleged breach of the Code of Conduct and Ethics by our president or chief
executive officer.

 In addition, our Code
of Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining
financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether
by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our president or chief executive
officer. If the incident involves an alleged breach of the Code of Conduct and Ethics by our president or chief executive officer, the
incident must be reported to any member of our Board of Directors or use of a confidential and anonymous hotline phone number. Any failure
to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company
policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Conduct and Ethics
by another. Our Code of Conduct and Ethics is available, free of charge, to any stockholder upon written request to our Corporate Secretary
at Innovative Payment Solutions, 56B 5 th Street, Lot 1, #AT, Carmel by the Sea, California, 93921. A
copy of our Code of Conduct and Ethics can be found at www.ipsipay.com.

 Composition of
the Board

 In accordance with our Articles of Incorporation,
our board is to be elected annually as a single class.

 Board Committees

 We currently do not have
a separate Audit Committee, Nominating, Governance Committee or Compensation Committee. Our full board currently serves as our Audit Committee
and Compensation Committee. Due to the size of our Board of Directors and our company, we believe the structure is sufficient. None of
our directors is considered an "Audit Committee" financial expert. The Audit Committee will review the results and scope of
the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The Compensation
Committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. The
Nominating and Governance Committee will assist our Board of Directors in fulfilling its oversight responsibilities and identify, select
and evaluate our Board of Directors and committees. No final determination has yet been made as to the memberships of the other committees.

 We will reimburse all
directors for any expenses incurred in attending directors' meetings provided that we have the resources to pay these fees. We will
provide officers and directors liability insurance.

 Leadership Structure

 The chairman of our Board
of Directors, and Chief Executive Officer positions are currently the same person, Mr. Corbett. Our Bylaws do not require our Board of
Directors to separate the roles of chairman and chief executive officer but provides our Board of Directors with the flexibility to determine
whether the two roles should be combined or separated based upon our needs. Our Board of Directors believes the combination
of the chairman and the chief executive officer roles is the appropriate structure for our company at this time. Our Board of Directors
believes the current leadership structure serves as an aid in the Board of Directors' oversight of management and it provides us
with sound corporate governance practices in the management of our business.

 Risk Management

 Our Board of Directors
discharges its responsibilities, and assesses the information provided by our management and the independent auditor, in accordance with
its business judgment. Management is responsible for the preparation, presentation, and integrity of the Company's financial
statements, and management is responsible for conducting business in an ethical and risk mitigating manner where decisions are undertaken
with a culture of ownership. Our Board of Directors oversees management in their duty to manage the risk of our company and
each of our subsidiaries. Our Board of Directors regularly reviews information provided by management as management works to manage risks
in the business. Our Board of Directors intends to establish board committees to assist the full Board of Directors' oversight by
focusing on risks related to the particular area of concentration of the relevant committee.

 Director Independence

 Our Board of Directors,
in the exercise of its reasonable business judgment, has determined that David Rios qualifies as independent directors pursuant to Nasdaq
Stock Market Rule 5605(a)(2) and applicable SEC rules and regulations.

 Potential Conflicts
of Interest

 Since we did not have
an Audit Committee or Compensation Committee comprised of independent directors, the functions that would have been performed by such
committees were performed by our directors. Thus, there was an inherent conflict of interest.

 Delinquent Section
16 Reports

 Section 16(a) of the
Exchange Act requires our executive officers, directors and persons who beneficially own more than 10 percent of a registered class of
our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock. Such
officers, directors and persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file with
the SEC.

 Item 11. Executive Compensation

 Summary Compensation
Table

 The following table summarizes
all compensation earned in each of the last two fiscal years ended December 31, 2024 and 2023 by our: (i) principal executive officer;
(ii) principal accounting officer and (iii) most highly compensated executive officer other than the principal executive officer who was
serving as an executive officer of our company as of the end of the last completed fiscal year. The tables below reflect the compensation
for the IPSI executive officers who are also named executive officers of the combined company.

 Name and principal position

 Year

 Salary

 Bonus

 Stock
 awards

 Option
 awards

 All
 other
 comp.

 Total

 William Corbett,

 2024

 $
 180,000

 $
 -

 $
 -

 $
 155,369
 (a)

 $
 2,541
 (b)

 $
 337,910

 Chairman of the Board and Chief Executive Officer (1)

 2023

 $
 360,000

 $
 -

 $
 -

 $
 266,346
 (a)

 $
 15,247
 (c)

 $
 641,594

 Richard Rosenblum

 2024

 $
 216,000

 $
 -

 $
 -

 $
 65,047
 (e)

 $
 4,063
 (g)

 $
 285,110

 Chief Financial Officer and President (2)

 2023

 $
 216,000

 $
 -

 $
 -
 (d)

 $
 111,510
 (e)

 $
 19,034
 (h)

 $
 346,544

 (1)

 Mr. Corbett was appointed as Chief Executive Officer on August 6, 2019 and appointed as Chairman of the board on February 22, 2021.

 (2)

 Mr. Rosenblum was appointed as our President and Chief Financial Officer on July 22, 2021.

 (a)

 On July 11, 2022, Mr. Corbett was granted a ten-year option exercisable for 500,000 shares of common stock at an exercise price of $4.50 per share, of which all vested, in addition, on August 16, 2021, Mr. Corbett was granted an option with a ten-year term exercisable for 666,667 shares of common stock at an exercise price of $4.50 per share, of which all are vested.

 (b)

 Consists of $1,343 of healthcare expenses and $1,198 of car allowance for the benefit of Mr. Corbett.

 (c)

 Consists of $8,059 of healthcare expenses and $7,188 of car allowance for the benefit of Mr. Corbett.

 (d)

 Mr. Rosenblum was granted 2,000,000 restricted shares of common stock on July 11, 2022, all of which are vested.

 (e)

 Mr. Rosenblum was granted a ten-year option exercisable for 333,334 shares of common stock at an exercise price of $4.50 per share on August 31, 2021, of which all are vested.

 (g)

 Consists of $2,046 of healthcare expenses and $2,017 of car allowance for the benefit of Mr. Rosenblum.

 (h)

 Consists of healthcare reimbursements for the benefit of Mr. Rosenblum.

 Outstanding Equity
Awards at Fiscal Year End

 The following table lists
the outstanding equity awards held by our named executive officers at December 31, 2024:

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 OPTION AWARDS

 STOCK AWARDS

 Name

 Securities
 Unexercised
 Options
 Exercisable*

 Securities
 Unexercised
 Options
 Unexercisable*

 Equity
 Incentive
 Plan
 Awards:
 Securities
 Unexercised
 Unearned
 Options*

 Option
 Exercisable

 Option
 Expiration
 Date

 Shares or
 Units of
 Stock
 that have
 Not Vested

 Market
 Value of
 Shares or
 Units of
 Stock
 that have
 not Vested

 Equity
 Incentive
 Plan
 Awards:
 Unearned
 Shares,
 Units or
 Other
 Rights
 that have
 Not Vested

 Equity
 Incentive
 Plan
 Awards:
 Market
 or Payout
 Value of
 Unearned
 Shares,
 Units or Other
 Rights
 that have
 Not Vested

 666,667

 -

 -

 $
 4.50

 8/16/2031

 -

 $
 -

 -

 -

 500,000

 -

 -

 $
 4.50

 7/11/2032

 -

 -

 -

 -

 Richard Rosenblum

 333,334

 -

 -

 $
 4.50

 8/16/2031

 -

 $
 -

 -

 -

 Agreements with Named
Executive Officers

 The Company entered into
an executive employment agreement with William Corbett effective June 24, 2020 (as amended, the "Corbett Employment Agreement")
which provided that Mr. Corbett be (i) employed as the Company's Chief Executive Officer for a term of three (3) years, provide
for a base salary of $12,500 per month, (ii) granted a signing bonus of $25,000, (iii) receive a bonus of up to 50% of his the annual
base salary upon the Company's achievement of $2,000,000 EBITDA and additional performance bonus payments as may be determined
by the Company's Board of Directors and (iv) provide for severance in the event of a termination without cause in amount equal to
equal to fifty percent (50%) of his annual base salary rate then in effect, provided that if such termination without cause occurs after
an Acquisition of the Company (as defined in the agreement), Mr. Corbett will be entitled to receive severance in an amount equal to equal
to 100% of his annual base salary rate then in effect.

 Further, pursuant to
the Corbett Employment Agreement, the Company granted Mr. Corbett 170,792 shares of the Company's common stock, which are fully
vested and not subject to forfeiture.

 On June 24, 2020, the
Company entered into a restricted stock agreement with Mr. Corbett pursuant to which the Company granted him a restricted stock award
of 512,375 shares of the Company's common stock, with such shares are subject to forfeiture and which forfeiture restriction lapse
33%, 33% and 34%, respectively, on the first, second and third anniversary of the date of grant.

 On June 24, 2020, the
Company entered into an indemnification agreement with Mr. Corbett to indemnify him, in connection with his position of employment with
the Company and in the discharge of his duties and responsibilities to the Company, to the maximum extent allowed under the laws of the
State of Nevada. The Company is not required or obligated to indemnify Mr. Corbett to extent it would violate the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.

 On December 14, 2020,
the Company entered into an amendment to the Corbett Employment Agreement whereby the Company agreed to increase Mr. Corbett's base
salary to $20,000 per month and to pay Mr. Corbett a bonus of $20,000 for the year ended December 31, 2020.

 On February 22, 2021,
the Board of Directors of the Company appointed William Corbett, its Chief Executive Officer and Interim Chief Financial Officer, as its
Chairman of the board and issued him a five-year warrant to purchase 666,667 shares of the Company's common stock at an exercise
price of $7.20. The board also agreed to increase Mr. Corbett's monthly base salary to $30,000.

 On August 16, 2021, the
Company and Mr. Corbett entered into an Executive Employment Agreement that replaced and superseded the previous executive employment
agreement (the "August 2021 Corbett Employment Agreement"). The purpose of the August 2021 Corbett Employment Agreement was
to provide a replacement grant for warrants previously granted to Mr. Corbett under the terms of his previous employment agreement with
the Company. Pursuant to the August 2021 Corbett Employment Agreement, Mr. Corbett would continue to serve as the Company's Chief
Executive Officer on a full time basis effective as of the date of the August 2021 Corbett Employment Agreement until the close of business
on December 31, 2024. Mr. Corbett's base salary will be $30,000 per month, which shall be paid in accordance with the Company's
standard payroll practice for its executives, managers and salaried employees. In addition, the August 2021 Corbett Employment Agreement
provides that: (1) Mr. Corbett will be eligible for a cash bonus as determined by the board to the extent the Company achieves (or exceeds)
annual revenue or other financial performance objectives established by the board, in its sole discretion, from time to time; (2) the
Company will grant to Mr. Corbett options to purchase 666,667 shares of common stock of the Company at a per share exercise
price of $4.50; and (3) a car allowance for Mr. Corbett in the amount of $800 per month. Fifty percent (50%) of the shares subject
to the options shall vest on the grant date and the other 50% of the shares subject to the option shall vest at the rate of 1/36
per month over a three-year period. The options will be exercisable for a period of ten years after the date of grant and the Company
shall provide for cashless exercise of the option. The options are being granted pursuant to the Company's 2021 Stock Incentive
Plan.

 In addition, the Company
and Mr. Corbett entered into an Indemnification Agreement on August 16, 2021 (the "August 2021 Corbett Indemnification Agreement"),
pursuant to which the Company agreed to indemnify Mr. Corbett to indemnify Indemnitee to the fullest extent permitted by or under the
Nevada Corporation Law in respect of claims, including third-party claims and derivative claims and provides for advancement of expenses.
The August 2021 Corbett Indemnification Agreement amends the indemnification agreement in effect prior to entering into the August 2021
Corbett Indemnification Agreement to provide that unless Company shall pay Mr. Corbett's attorneys' fees and costs, including
the compensation and expenses of any arbitrator, unless the arbitrator or the court determines that (a) Company has no liability in such
dispute, or (b) the action or claims by Executive are frivolous in nature. In any other case or matter, the Company and Mr. Corbett shall
each bear its or his own attorney fees and costs.

 With effect from April
1, 2024, Mr. Corbett voluntarily reduced his salary to $10,000 per month, with the resignation of Mr. Rosenblum on January 7, 2025, Mr.
Corbett's salary was increased to $20,000 per month with immediate effect.

 Richard Rosenblum

 On July 22, 2021, the
Company appointed Richard Rosenblum as President and Chief Financial Officer of the Company. In addition, Mr. Rosenblum was elected to
the Board of Directors of the Company to serve until the Company's next annual meeting of shareholders.

 On July 27, 2021, the
Company and Mr. Rosenblum entered into an Executive Employment Agreement (the "Employment Agreement"), pursuant to which Mr.
Rosenblum will serve as the Company's President and Chief Financial Officer on a full time basis effective as of July 1. The effectiveness
of the Employment Agreement is subject to the approval of the Employment Agreement by the board, unless earlier terminated as provided
in the Employment Agreement. The term of the Employment Agreement is until December 31, 2024. Mr. Rosenblum's base salary will be
$18,000 per month. In addition, the Employment Agreement provides that: (1) Mr. Rosenblum will be eligible for a cash bonus as determined
by the board to the extent the Company achieves (or exceeds) annual revenue or other financial performance objectives established by the
board, in its sole discretion, from time to time; and (2) the Company will grant to Mr. Rosenblum options to purchase 333,334 shares of
common stock of the Company at a per share exercise price equal to the fair market value of the Company's common stock, as reflected
in the closing price of the Company's common shares on the OTC exchange or, in the event the stock is up listed, on the NASDAQ exchange,
on the date of grant (the "Options")". Fifty percent (50%) of the shares subject to the Options shall vest on the grant
date and the other 50% of the shares subject to the Option shall vest at the rate of 1/36 per month over a three-year period. The Options
will be exercisable for a period of ten (10) years after the date of grant and the Company shall provide for cashless exercise of the
Option by Executive. The Options are being granted pursuant to the Company's 2021 Stock Incentive Plan.

 If Mr. Rosenblum's
employment with Company is terminated at any time during the term of the Employment Agreement other than for Cause (as defined in the
Employment Agreement), or due to voluntary termination, retirement, death or disability, then Mr. Rosenblum shall be entitled to severance
equal to fifty percent (50%) of his annual base salary rate in effect as of the date of termination. If Mr. Rosenblum's employment
with Company is terminated at any time during the term of the Employment Agreement other than for Cause (as defined in the Employment
Agreement), or due to voluntary termination, retirement, death or disability, within 12 months following an Acquisition (as defined in
the Employment Agreement), then Mr. Rosenblum shall be entitled to severance equal to 100% of his annual base salary rate in effect
as of the date of termination. Severance payments shall be subject to execution and delivery of a general release in favor of the Company.

 On August 16, 2021, the
Company entered into an amendment to the Rosenblum Executive Employment Agreement (the "First Amendment") with Mr. Rosenblum.
Under the terms of the Executive Employment Agreement, the Company had agreed to grant to Mr. Rosenblum an option to purchase 333,334
common shares of Company Stock at a per share exercise price equal to the fair market value of the Company's common stock, as reflected
in the closing price of the Company's common shares on the OTC exchange or, in the event the stock is uplisted, on the NASDAQ exchange,
on the date of grant (the "Option")." The First Amendment provided that the Option was granted on August 31, 2021 at
an exercise price of $4.50.

 In addition, the Company
and Mr. Rosenblum entered into an Indemnification Agreement, pursuant to which the Company agreed to indemnify Mr. Rosenblum to indemnify
Indemnitee to the fullest extent permitted by or under the Nevada Corporation Law in respect of claims, including third-party claims and
derivative claims and provides for advancement of expenses.

 Mr. Rosenblum resigned
all his positions with the Company with effect from January 7, 2025.

 Director Compensation

 Board of Directors
Compensation

 The executive directors
were not paid any fees for their service as directors; however, each of Messrs. Rosenblum and Corbett received compensation for service
as officers of Innovative Payment Solutions, Inc.

 The following table sets
forth information for the fiscal year ended December 31, 2024 regarding the compensation of our directors who on December 31, 2024 were
not also our named executive officers.

 Name

 Fees Earned or
 Paid in Cash

 Option
 Awards

 Other

 Total

 Madisson Butler (1)

 $
 18,000

 $
 -

 $
 -

 $
 18,000

 David Rios (1)

 $
 18,000

 $
 -

 $
 -

 $
 18,000

 (1)
 As of December 31, 2024, the
following table sets forth the number of aggregate outstanding stock awards held by each of our directors who were not also named executive
officers:

 Aggregate

 Name

 Stock Awards

 Madisson Butler (1)

 73,334

 David Rios (2)

 40,001

 (1)

 On July 22, 2021, the Company granted Ms. Butler,
 a director of the Company, 66,667 shares of restricted common stock pursuant to the terms of the 2021 Stock Incentive Plan, which was
 approved by the Board of Directors in August 2021, subject to approval of the 2021 Plan by the shareholders, which approval was obtained
 at the annual general meeting held on October 22, 2021.

 On September 13, 2022, the Company granted Ms.
 Butler, a director of the Company, an option to purchase 6,667 shares of the Company's common stock at an exercise price of $1.20
 per share.

 (2)

 On July 22, 2021, the Company granted Mr. Rios,
 a director of the Company, 33,334 shares of restricted common stock pursuant to the terms of the 2021 Stock Incentive Plan, which was
 approved by the Board of Directors in August 2021, subject to approval of the 2021 Plan by the shareholders, which approval was obtained
 at the annual general meeting held on October 22, 2021.

 On September 13, 2022, the Company granted Mr.
 Rios, a director of the Company, an option to purchase 6,667 shares of the Company's common stock at an exercise price of $1.20
 per share.

 Each director is reimbursed
for travel and other out-of-pocket expenses incurred in attending board of director and committee meetings.

 Equity Compensation
Plan Information

 The purpose of our equity
incentive plans is to promote the interests of our company and our stockholders by providing directors, officers, employees and consultants
of our company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of our company,
to acquire a proprietary interest in our long-term success and to reward the performance of individuals in fulfilling long-term corporate
objectives.

 On June 18, 2018,
we established our 2018 Stock Incentive Plan (the "Plan"). The Plan terminates after a period of ten years in June 2028.
The Plan is administered by our board of directors, or a committee appointed by our board of directors 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 3,333 shares of Common Stock.

 On October 22, 2021,
our board of directors and stockholders established our 2021 Stock Incentive Plan (the "2021 Plan"). The 2021 Plan terminates
after a period of ten years in August 2031.

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

 Under the 2021 Plan,
we 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.

 The following table shows
the information regarding our equity incentive plans as of December 31, 2023:

 Plan Category

 Number of securities to
 be issued upon
 exercise of
 outstanding
 options

 Weighted-

 exercise
 price of
 outstanding
 options

 securities
 remaining
 available for
 future
 issuance
 under equity
 compensation
 plans
 (excluding
 securities
 reflected in
 column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 2018 Equity Incentive Plan

 —

 $
 —

 26,667

 2021 Equity Incentive Plan

 4.47

 253,332

 Equity compensation plans not approved by security holders

 None

 —

 —

 —

 Total

 $
 4.47

 279,999

 Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters

 The following table sets
forth certain information with respect to the beneficial ownership of our common stock as of March 28, 2025 for:

 each of our directors and nominees
for director;

 each of our named executive
officers;

 all of our current directors
and executive officers as a group; and

 each person, entity or group,
who beneficially owned more than 5% of each of our classes of securities.

 We have based our calculations
of the percentage of beneficial ownership on 70,377,731 shares of our common stock on March 30, 2025. We have deemed shares of our common
stock subject to options and warrants that are currently exercisable within sixty (60) days of March 30, 2025, to be outstanding
and to be beneficially owned by the person holding the warrant or restricted stock unit for the purpose of computing the percentage ownership
of that person. We did not deem these, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise
indicated, the principal business address for each of the individuals and entities listed below is 56B 5 th Street, Lot
1 #AT, Carmel by the Sea, CA 93921.

 We have not deemed shares
of common stock to be outstanding for variable priced convertible notes for the purposes of calculating beneficial ownership.

 The information provided
in the table is based on our records, information filed with the SEC, and information provided to us, except where otherwise noted.

 Name of Beneficial Owner

 Amount and Nature of
 Beneficial Ownership
 Common Stock
 Included*

 Percentage of
 Common Stock
 Beneficially
 Owned

 William Corbett (Chief Executive Officer)

 2,183,168
 (1)

 3.0
 %

 Richard Rosenblum (President and Chief Financial Officer)

 466,668
 (2)

 **

 Madisson Butler (Director)

 273,334
 (3)

 **

 David Rios (Director)

 240,001
 (4)

 **

 All officers and directors as a group (4 persons)

 3,163,171

 4.4
 %

 *
 Excludes any shares deemed
to be outstanding on variable priced convertible securities.

 **
 Less than 1%

 (1)

 Includes (i) 683,167 restricted shares of common stock. (ii) a ten-year option granted to Mr. Corbett on August 16, 2021 exercisable for 666,667 shares of common stock, of which all are vested, and (iii) a ten year option granted to Mr. Corbett on July 11, 2022 exercisable for 500,000 shares of common stock at an exercise price of $4.50, all of which are vested, and (iv) a ten year option granted to Mr. Corbett on January 7, 2025 of which 316,667 are vested and a further 16,667 vest within the next 60 days.

 (2)
 Consists of 133,334 shares
of restricted common stock and options exercisable for 333,334 shares of common stock of which all are vested.

 (3)
 Consists of 266,667 shares
of restricted common stock and a ten-year option granted to Ms. Butler on September 15, 2022 exercisable for 6,667 shares of common stock
at an exercise price of $1.20, all of which are vested.

 (4)
 Consists of 233,334 shares
of restricted common stock and a ten-year option granted to Mr. Rios on September 15, 2022 exercisable for 6,667 shares of common
stock at an exercise price of $1.20, all of which are vested.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 Transactions with Related Persons

 The following includes
a summary of any transaction occurring during the year ended December 31, 2024 for us and our subsidiaries or any proposed transaction,
in which we and our subsidiaries were or are to be a participant and the amount involved exceeded or exceeds 1% of the average of our
total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect
material interest (other than compensation described under "Executive Compensation" above). We believe the terms obtained
or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in arm's-length transactions:

 There were no transactions concluded with related parties that meet
the criteria outlined above.

 Item 14. Principal
Accountant Fees and Services

 RBSM LLP serves as our independent registered
public accounting firm.

 The following table sets forth the aggregate
fees including expenses billed to us for the years ended December 31, 2024 and 2023 by our auditors:

 Year Ended

 Year Ended

 2024

 2023

 Audit fees and expenses

 $
 117,500

 $
 81,000

 Taxation preparation fees

 -

 -

 Audit related fees

 -

 15,000

 Other fees

 -

 -

 $
 117,500

 $
 96,000

 (1)
 Audit fees and expenses were
for professional services rendered for the audit and reviews of the consolidated financial statements of the Company, professional services
rendered for issuance of consents and assistance with review of documents filed with the SEC.

 Audit Committee's Pre-Approval Practice

 Prior to our engagement
of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include
audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant
our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding
the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed
to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and
other fees incurred by us for the year ended December 31, 2024, were approved by our board of directors.

 Item 15. Exhibits and Financial Statement
Schedules and Reports on Form 10-K

 (a)(2)

 All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes.

 (a)(3)

 The following exhibits are either filed as part of this report or are incorporated herein by reference:

 EXHIBIT INDEX

 Exhibit No.

 2.1

 Agreement and Plan of Merger, dated as of May 12, 2016, by and among Asiya Pearls, Inc., QPAGOS Merge, Inc. and Qpagos Corporation (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on May 13, 2016)

 3.1

 Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-192877) filed with the Securities and Exchange Commission on December 16, 2013)

 3.2

 Bylaws (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on May 13, 2016)

 3.3

 Certificate of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on June 2, 2016)

 3.4

 Certificate of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 6, 2018)

 3.5

 Certificate of Amendment to the Articles of Incorporation of the Registrant (Name Change) (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on November 4, 2019)

 3.6

 Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation of the Company, dated August 24, 2023, to effect a 1-for-30 reverse stock split (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on August 30, 2023)

 4.1#

 2018 Stock Incentive Plan (Incorporated by reference to Exhibit B to the Definitive Information Statement on Schedule 14C (File No. 000-55648) filed with the Securities and Exchange Commission on May 14, 2018)

 4.2#

 2021 Stock Incentive Plan (Incorporated by reference to Appendix C to the Definitive Information Statement on Schedule 14A (File No. 000-55648) filed with the Securities and Exchange Commission on September 15, 2021)

 4.3

 Warrant issued to Pinz Capital Special Opportunities Fund, LP., dated August 5, 2020 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on August 6, 2020)

 4.4

 Form of Warrant (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 3, 2021)

 4.5

 Form of Original Issue Discount 12.5% Convertible Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021)

 4.6

 Form of Warrant Agreement, dated February 16, 2021 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021)

 4.7

 Warrant Agreement, dated February 22, 2021, issued to William D. Corbett (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 26, 2021)

 4.8

 Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 15, 2021)

 4.9

 Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 15, 2021)

 4.10

 Description of Securities (Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 31, 2022)

 4.11

 Extension with Cavalry Fund I LP, dated February 3, 2022 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 8, 2022).

 4.12

 Extension with Mercer Street Global Opportunity Fund, LLC, dated February 3, 2022. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 8, 2022)

 4.13

 Extension Letter Agreement with Cavalry Fund I LP, dated August 30, 2022. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on September 2, 2022)

 4.14

 Extension Letter Agreement with Mercer Street Global Opportunity Fund, LLC, dated August 30, 2022 (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on September 2, 2022).

 4.15

 Promissory Note (Warrant Exchange), dated December 30, 2022, by the Company in favor of Cavalry Fund I LP. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023)

 4.16

 Promissory Note (Warrant Exchange) for Mercer Street Global Opportunity Fund, LLC. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023)

 4.17

 Form of Convertible Promissory Note relating to February 2023 private placement (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2023)

 4.18

 Form of Warrant relating to February 2023 private placement (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2023)

 4.19

 Form of Convertible Promissory Note relating to 2023 note financings (Incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No. 000-55648) filed with the Securities and Exchange Commission on August 14, 2023)

 4.20

 Form of Warrant relating to 2023 note financings (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 000-55648) filed with the Securities and Exchange Commission on August 14, 2023)

 10.1#

 Executive Employment Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K (File No. 000-55648) filed with the Securities and Exchange Commission on June 29, 2020)

 10.2#

 Restricted Stock Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on June 29, 2020)

 10.3#

 Indemnification Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on June 29, 2020)

 10.4#

 Amendment, dated December 14, 2020, to the Executive Employment Agreement between Innovative Payment Solutions, Inc. and William Corbett (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on December 16, 2020)

 10.5#

 Executive Employment Agreement between Innovative Payment Solutions, Inc. and Richard Rosenblum, effective July 27, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K (File No. 000-55648) filed with the Securities and Exchange Commission on July 28, 2021)

 10.6#

 Executive Employment Agreement between Innovative Payment Solutions, Inc. and Richard Rosenblum, First Amendment, effective August 16, 2021 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8- K (File No. 000-55648) filed with the Securities and Exchange Commission on August 20, 2021)

 10.7#

 Indemnification Agreement between Innovative Payment Solutions, Inc. and Richard Rosenblum, effective August 20, 2021 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on August 20, 2021)

 10.8

 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 3, 2021)

 10.9

 Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 3, 2021)

 10.10

 Form of Securities Purchase Agreement, dated February 16, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021)

 10.11

 Form of Registration Rights Agreement, dated February 16, 2021 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021)

 10.12

 Note Amendment, dated December 30, 2022, between the Company and Cavalry Fund I LLP (Incorporated by reference to Exhibit10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023).

 10.13

 Note Amendment, dated December 30, 2022, between the Company and Mercer Street Global Opportunity Fund, L.L.C. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023)

 14.1

 Code of Ethics (Incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on May 13, 2016)

 List of Subsidiaries (Incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 31, 2021)

 31.1*

 Certification of William Corbett, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a)

 32.1*

 Certification of William Corbett, Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002

 99.1

 Assignment and Transfer Agreement by and between Pinz Capital Special Opportunities Fund, L.P. and Cavalry Fund I LP, dated October 20, 2020 (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 (File No. 333-250132) filed with the Securities and Exchange Commission on November 16, 2020)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Inline Cover Page Interaction Data File (embedded within the Inline XBLR document)

 *

 Filed herewith.

 #

 Indicates management contract or compensatory plan

 Item 16. Form 10-K Summary

 Not applicable

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned.

 Innovative Payment Solutions, Inc.

 Date: March 31, 2025

 By:

 /s/ William Corbett

 Chief Executive Officer, Interim Chief Financial Officer and Chairman

 Pursuant to the requirements
of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 Person

 Capacity

 Date

 /s/ William Corbett

 Chief Executive Officer and Chairman

 March 31, 2025

 (Principal Executive Officer)

 /s/ Madisson Butler

 Director

 March 31, 2025

 Madisson Butler

 /s/ David Rios

 Director

 March 31, 2025

 David Rios

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