U.S. SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the quarterly period ended March 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____to ___~~

For the quarterly period ended June 30, 2020

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

For the transition period from to

Commission File No. 333-203997

ZOOMPASS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	30-0796392
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2455 Cawthra Rd, Unit 75 Mississauga, Ontario Canada, L5A3P1
2455 Cawthra Road, Unit 75, Mississauga, Ontario Canada, L5A 3P1
(Address of principal executive offices, including Zip Code)
(416) 862-5257 (Registrant's telephone number, including area code)
(647) 406-1199 (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ _] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See 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 ☒
(Do not check if smaller reporting company)	Emerging growth company ☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding as of ~~May~~August 1419, 2020
Common stock, $0.0001 par value	75,~~401~~952,~~349~~743

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	~~Item~~Interim 1.Condensed Consolidated Financial Statements	~~Condensed Consolidated Financial Statements~~3	3
Item 2.	~~Item~~Management's 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~4	4
Item 3.	~~Item~~Quantitative 3.and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~12	11
Item 4.	~~Item~~Controls 4.and Procedures	~~Controls and Procedures~~12	11
PART II – OTHER INFORMATION
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~13	12
Item1A.	~~Item1A.~~Risk Factors	~~Risk Factors~~14	13
Item 2.	~~Item~~Recent 2.Unregistered Sales of Equity Securities	~~Recent Unregistered Sales of Equity Securities~~14	13
	Item 3.	Exhibits	14
Item 6.	Exhibits	15
SIGNATURES		16	15

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Condensed Consolidated Balance Sheets at March 31, 2020 (unaudited) and December 31, 2019 (audited)		F-1
Interim Condensed Consolidated Balance Sheets at June 30, 2020 (unaudited) and December 31, 2019 (audited)	F-1
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2020 and 2019 (unaudited)		F-2
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2020 and 2019 (unaudited)	F-2
Condensed Consolidated Statements of Stockholders’ Deficiency for the three months ended March 31, 2020 and 2019 (unaudited)		F-3
Interim Condensed Consolidated Statements of Stockholders’ Deficiency for the six months ended June 30, 2020 and 2019 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (unaudited)		F-4
Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (unaudited)	F-4
Notes to the Condensed Consolidated Financial Statements		F-5
Notes to the Interim Condensed Consolidated Financial Statements	F-5

~~ZOOMPASS~~Zoompass Holdings ~~HOLDINGS, INC~~Inc.

Interim Condensed Consolidated Balance Sheets ~~as at March 31, 2020 and December 31, 2019~~

(Expressed in US ~~dollars~~Dollars)

						March 31,				December 31,
			June 30. 2020				December 31, 2019
						2020				2019
As At,	Note		(Unaudited)				(Audited)
		Note				(unaudited)				(audited)
ASSETS
							$				$
Current assets
ASSETS
Cash and cash equivalents			$	72,059			$	21,477
Current assets
Accounts receivable				188,425				—
Cash and cash equivalents			6				4,579				21,477
Inventory				5,680				—
Prepaid expenses and other current assets							17,398				10,563
Due from related parties	9			58,371				—
Total current assets							21,977				32,040
Other current assets				63,584				10,563
Total assets							21,977				32,040
Total current assets				388,119				32,040
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Non-current assets
Current liabilities
Property and equipment, net	4			16,789				—
Accounts payable and accrued liabilities			7, 9				388,312				710,430
Goodwill	3			3,464,158				—
Deferred revenue							35,417				38,570
Intangible assets, net	5			4,331,941				—
Due to related parties			9				56,593				100,201
Operating right-of-use assets	6			200,734				—
Total liabilities							480,322				849,201
Security deposit				1,754				—
Stockholders' deficiency
Total non-current assets				8,015,376				—
Common stock, $0.0001 par value 500,000,000 shares authorized, 73,101,349 shares issued and outstanding (December 31, 2019 – 109,746,036)			1,7				7,311				10,975
Total assets			$	8,403,495			$	32,040
Shares to be issued			7				265,000				34,091
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Additional paid in capital			7,8				27,678,132				27,104,864
Current liabilities
Accumulated deficit							(28,773,206	)			(28,153,965	)
Accounts payable and accrued liabilities	9		$	1,030,493			$	710,430
Accumulated other comprehensive income							364,418				186,874
Notes payable	7			139,422				—
Total stockholders' deficiency							(458,345	)			(817,161	)
Deferred revenue				36,690				38,570
Total liabilities and stockholders' deficiency							21,977				32,040
Due to related parties	9			107,435				100,201
Going concern			1
Operating lease obligation - current portion	6			59,501				—
Commitments and contingencies			10
Long-term debt - current portion	8			17,330				—
Subsequent events			11
Other current liabilities				30,400				—
Total current liabilities				1,421,271				849,201
Non-current liabilities
Contingent consideration payable	10			11,710,472				—
Operating lease obligation – long term portion	6			146,841				—
Long-term debt	8			106,104				—
Total non-current liabilities				11,963,417				849,201
Total liabilities				13,384,688				841,201
Stockholders' Deficiency
Common shares, $0.0001 par value, authorized - 500,000,000 issued and outstanding - 75,952,743
(December 31, 2019 - 109,746,036)	10			7,596				10,975
Shares to be issued				10,179,225				34,091
Additional paid in capital				28,115,864				27,104,864
Cumulative translation adjustment				381,485				186,874
Accumulated deficit				(43,969,110	)			(28,153,965	)
Total stockholders' equity attributed to owners				(5,284,940)				(817,161	)
Non-controlling interest				303,747				—
Total stockholders' deficiency				(4,981,193)				(817,161	)
Total liabilities and stockholders' deficiency			$	8,403,495			$	32,040

*SeeNature of ~~accompanying~~operations ~~notes~~and togoing ~~unaudited~~concern ~~interim~~(note ~~condensed~~1); ~~consolidated financial~~Subsequent ~~statements~~events (note 14)

~~F-1~~The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ZOOMPASS HOLDINGS, INC.~~ F-1

~~INTERIM~~Zoompass Holdings ~~CONDENSED~~Inc.Interim ~~CONSOLIDATED~~Condensed ~~STATEMENTS OF~~Consolidated ~~OPERATIONS~~Statements ~~AND~~of ~~COMPREHENSIVE~~Operations ~~LOSS~~and Comprehensive Loss(Expressed in US Dollars)(Unaudited)

(Expressed in US dollars)

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
Revenue
Sale of services	$	86,756			—		$	86,756			—
Cost of sales		(56,289	)		—			(56,289	)		—
Gross Profit		30,467			—			30,467			—
Expenses
Salaries and Consulting fees		180,725			70,822			213,278			117,884
Professional fees		14,625			34,167			44,924			61,635
Insurance		35,914			—			35,914			—
Filing fees and regulatory costs		4,446			—			31,949			—
Rent expense		23,803			2,976			24,921			5,972
Office and sundry expenses		15,091			4,245			15,694			10,420
Depreciation and amortization (notes 4, 5)		65,053			—			65,053			—
Software development costs		12,643			1,721			12,643			50,764
Share-based payments (note 11)		36,015			50,000			452,602			227,000
Travel expense		5,692			—			5,692			—
Impairment of goodwill		13,243,071			—			13,243,071			—
Change in fair value of contingent consideration		2,989,377			—			2,989,377			—
Bad debts		40,572			—			40,572			—
(Gain) on settlement of debt (note 10)		—			—			(33,191	)		—
Foreign exchange loss (gain)		(15,564	)		(46,834	)		128,205			(104,787	)
		16,651,463			117,097			17,270,704			368,888
Loss from operations		(16,620,996	)		(117,097	)		(17,240,237	)		(368,888	)

Income taxes expense		—			—			—			—
Net loss	$	(16,620,996	)	$	(117,097	)	$	(17,240,237	)	$	(368,888	)
Less: net loss attributable to non-controlling interest		(1,425,092	)		—			(1,425,092	)		—
Net loss attributable to the Company	$	(15,195,904	)		(117,097	)	$	(15,815,145	)	$	(368,888	)
Other comprehensive income (loss)
(Loss) gain on foreign currency translation		17,227			(55,955	)		194,771			(119,570	)
Less: Other comprehensive income attributable to non-controlling interest		160			—			160			—
Other comprehensive income attributable to the Company		17,067			—			194,611			—
Total Comprehensive loss	$	(16,603,769	)	$	(173,052	)	$	(17,045,466	)	$	(488,458	)
Basic and diluted net loss per share	$	(0.221	)	$	(0.001	)	$	(0.237	)	$	(0.003	)
Weighted average number of common shares outstanding - basic and diluted		75,108,059			107,359,129			72,801,096			106,802,104

	Note		For the three months ended March 31, 2020 (unaudited)			For the three months ended March 31, 2019 (unaudited)
				$			$
Expenses
Impairment of intangible assets and goodwill		4,5		—			—
Salaries and consultants				(32,553	)		(47,062	)
Rent and occupancy costs				(1,118	)		(2,996	)
Share-based payment expense		7,8,9		(416,587	)		(177,000	)
Professional fees				(30,299	)		(27,468	)
Office and sundry expenses and other				—			(2,420	)
Filing fees and regulatory costs				(27,503	)		(1,369	)
Business Licenses and Permits				—			(2,009	)
Software development expenses				—			(49,043	)
Foreign exchange gain (loss)				(143,769	)		57,959
Gain on settlement of debts		7,9		33,191			—
Net Bank fees				(603	)		(383	)
				(619,241	)		(251,791	)
Loss before income taxes				(619,241	)		(251,791	)
Income taxes expenses				—			—
Net loss				(619,241	)		(251,791	)
Other comprehensive income
Foreign exchange translation gain (loss)				177,544			(63,615	)
Net loss and comprehensive loss				(441,697	)		(315,406	)
Loss per share - basic and diluted				(0.006	)		(0.002	)
Weighted average number of common shares outstanding - basic and diluted				103,153,567			106,238,889

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

*See accompanying notes to unaudited interim condensed consolidated financial statementF-2

~~F-2~~Zoompass Holdings Inc.

~~ZOOMPASS~~Interim ~~HOLDINGS,~~Condensed Consolidated ~~INC.~~Statements of Cash Flows

~~INTERIM~~(Expressed ~~CONDENSED~~in ~~CONSOLIDATED~~US ~~STATEMENTS OF SHAREHOLDERS' DEFICIENCY FOR THREE MONTHS ENDED MARCH 31, 2020 AND 2019~~Dollars)

(~~Expressed in US dollars~~Unaudited)

					Common stock				Shares to be issued
Six Months Ended June 30,	2020			2019
		Note			Number of Shares		Amount		Number of Shares		Amount		Additional paid in capital	Deficit		Accumulated other comprehensive income	Total
Cash flows provided by (used in) operating activities Net loss for the period	$	(17,240,237	)	$	(368,888	)
							$				$		$	$		$	$
Adjustments to reconcile net income (loss) to net cash used in operating activities:
December 31, 2019 (audited)					109,746,036		10,975		757,575		34,091		27,104,864	(28,153,965	)	186,874	(817,161	)
Depreciation and amortization		65,053			—
Issuance of shares for private placement		7			3,787,875		379		(757,575	)	(34,091	)	170,296	—		—	136,584
Impairment of goodwill		13,243,071
Issuance of shares for private placement		7			—		—		300,000		15,000		—	—		—	15,000
Change in fair value of contingent consideration		2,989,377
Share-based payment expense - Issuance of shares for services		7,8,9			—		—		2,000,000		250,000		—	—		—	250,000
Shares issued for services		452,602			227,000
Share-based payment expense - Issuance of shares for services		7,8			1,160,000		116						144,884	—		—	145,000
Foreign exchange (gain) loss		128,205			(104,787	)
Issued on conversion of debt		7,9			3,319,162		332		—		—		232,010	—		—	232,342
Gain on settlement of debt		(33,191	)		—
Share-based payment expense – Issuance of stock options		8,9			—		—		—		—		21,587	—		—	21,587
(Increase) Decrease in: Due from related parties		(8,856	)		—
Cancellation of shares		7			(44,911,724	)	(4,491	)	—		—		4,491	—		—	—
Accounts receivable		32,160			—
Net loss					—		—		—		—		—	(619,241	)	—	(619,241	)
Other current assets		(9,902	)		(8,238	)
Foreign currency translation					—		—		—		—		—	—		177,544	177,544
Increase (Decrease) in: Accounts payable and accrued liabilities		79,973			126,403
March 31, 2020 (unaudited)					73,101,349		7,311		2,300,000		265,000		27,678,132	(28,773,206	)	364,418	(458,345	)
Due to related parties		52,773			—
Net cash used in operating activities		(248,972	)		(128,510	)
Cash flows provided by used in investing activities Cash acquired from BGC.		52,795			—
Net cash provided by investing activities		52,795			—
Cash flows provided by used in financing activities Proceeds from shares issued		288,586			119,231
Proceeds from CEBA loan		29,351			—
Repayment of debt		(36,011	)		—
Net cash provided by financing activities		281,926			119,231
Net change in cash		85,749			842,115
Effect of exchange rate changes on cash held in foreign currencies		(35,167	)		685
Cash, beginning of period		21,477			36,075
Cash, end of period	$	72,059		$	878,875

		Common stock		Shares to be issued
	Note	Number of Shares	Amount	Number of Shares	Amount	Additional paid in capital	Deficit		Accumulated other comprehensive income (loss)		Total
			$		$	$	$		$		$
December 31, 2018 (audited)		105,450,000	10,545	—	—	26,648,048	(27,538,709	)	249,459		(630,657	)
Share-based payment expense - Issuance of shares for services	7,8	1,000,000	100	—	—	176,900	—		—		177,000
Net loss		—	—	—	—	—	(251,791	)	—		(251,791	)
Foreign currency translation		—	—	—	—	—	—		(63,615	)	(63,615	)
March 31, 2019 (unaudited)		106,450,000	10,645	—	—	26,824,948	(27,790,500	)	185,844		(769,063	)

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

*See accompanying notes to unaudited interim condensed consolidated financial statementsF-3

~~F-3~~Zoompass Holdings Inc.Interim Condensed Consolidated Statements of Changes in Shareholders' Deficiency (Expressed in US Dollars)

ZOOMPASS HOLDINGS, INC.

	Common shares				Shares to be issued
	Number of				Number of						Additional paid in		Cumulative translation
	Shares		Amount		Shares			Amount			capital		adjustment		Deficit			NCI			Total
Balance, March 31, 2020 (unaudited)		73,101,349		7,311		2,300,000			265,000			27,678,132		364,418		(28,773,206	)		—			(458,345	)

Share issuance for private placement		851,394		85		(300,000	)		(15,000	)		151,917		—		—			—			137,002
Share issuance for services		2,000,000		200		(2,000,000	)		(250,000	)		249,800		—		—			—			—
Share-based payment expense		—		—		—			—			36,015		—		—			—			36,015
Shares issued on business combination		—		—		41,313,430			10,179,225			—		—		—			—			10,179,225
Non-controlling interest upon acquisition																			1,728, 679			1,728, 679
Non-controlling interest		—		—		—			—			—		(160)		—			(1,424,932	)		(1,425,092	)
Foreign currency translation adjustment		—		—		—			—			—		17,227		—			—			17,227
Net loss for the period		—		—		—			—			—		—		(15,195,904	)		—			(15,195,904	)
Balance, June 30, 2020 (unaudited)		75,952,743		7,596		41,313,430			10,179,225			28,115,864		381,645		(43,969,110	)		303,747			(4,981,193	)

~~INTERIM~~The ~~CONDENSED~~accompanying ~~CONSOLIDATED~~notes are an integral part ~~STATEMENT~~of OFthese ~~CASH~~condensed ~~FLOWS~~consolidated financial statements.

~~((Unaudited, Expressed in US dollars)~~F-4

			For the three months ended March 31, 2020			For the three months ended March 31, 2019
	Note		(unaudited)			(unaudited)
				$			$
Cash flow from operating activities
Net loss				(619,241	)		(251,791	)
Non-cash items:
Impairments and reversals
Share-based payment expense - Issuance of shares for services		7, 8		145,000			177,000
Share-based payment expense - Issuance of shares for services		7, 8, 9		250,000			—
Share-based payment expense – Issuance of stock options		8, 9		21,587			—
Gain on settlement of debt		7, 9		(33,191	)		—
Foreign exchange (gain) loss				143,769			(57,959	)
Changes in non-cash operating assets and liabilities
Prepaids and other current assets				(8,098	)		(1,271	)
Accounts payable and accrued liabilities				(26,192	)		85,109
Net cash used in operating activities				(126,366	)		(48,912	)
Cash flow from financing activities
Issuance of common stock		7		151,584			—
Repayment to related party				(37,262	)		—
Net cash provided by financing activities				114,322			—
Effect of exchange rate changes on cash				(4,854	)		20,021
Decrease in cash and cash equivalents				(16,898	)		(28,891	)
Cash and cash equivalents, beginning of the period				21,477			36,075
Cash and cash equivalents, end of the period				4,579			7,184
Supplementary Cash Flow Information
Interest paid				—			—
Taxes paid				—			—

Zoompass Holdings Inc.
Interim Condensed Consolidated Statements of Changes in Shareholders' Deficiency
(Expressed in US Dollars)

*See accompanying notes to the unaudited interim condensed consolidated financial statements(continued)

F-4

	Common shares						Shares to be issued
	Number of						Number of						Additional paid in		Cumulative translation
	Shares			Amount			Shares			Amount			capital		adjustment		Deficit			NCI			Total
					$						$			$		$		$			$			$
Balance, December 31, 2019 (audited)		109,746,036			10,975			757,575			34,091			27,104,864		186,874		(28,153,965	)		—			(817,161	)
Share issuance for private placement		4,639,269			464			(757,575	)		(34,091	)		322,213		—		—			—			288,586
Share-based payment expenses – Issuance of shares for services		3,160,000			316			—			—			394,684		—		—			—			395,000
Shares issued on conversion of debt		3,319,162			332			—			—			232,010		—		—			—			232,342
Cancellation of shares		(44,911,724	)		(4,491	)		—			—			4,491		—		—			—			—
Share-based payment expense		—			—			—			—			57,602		—		—			—			57,602
Shares issued on business combination		—			—			41,313,430			10,179,225			—		—		—			—			10.179,225
Non-controlling interest upon acquisition		—			—			—			—			—		—		—			1,728,679			1,728,679
Non-controlling interest		—			—			—			—			—		(160)		—			(1,424,932	)		(1,425,092	)
Foreign currency translation adjustment		—			—			—			—			—		194,771		—			—			194,771
Net loss for the period		—			—			—			—			—		—		(15,815,145	)		—			(15,815,145	)
Balance, June 30, 2020 (unaudited)		75,952,743			7,596			41,313,430			10,179,225			28,115,864		381,645		(43,969,110	)		303,747			(4,981,193	)

~~ZOOMPASS~~The ~~HOLDINGS,~~accompanying ~~INC~~notes are an integral part of these condensed consolidated financial statements.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-5

~~(Unaudited,~~Zoompass Holdings Inc.Interim Condensed Consolidated Statements of Changes in Shareholders' Deficiency (Expressed in US ~~dollars~~Dollars)

~~NOTE 1 — NATURE OF OPERATIONS AND GOING CONCERN~~(continued)

Zoompass Holdings, Inc. formerly known as UVIC. Inc. ("Zoompass Holdings" or the "Company") was incorporated under the laws of the State of Nevada on August 21, 2013. Effective August 22, 2016, the Company entered into an Agreement for the Exchange of Stock (the "Agreement") with Zoompass, Inc., an Ontario, Canada corporation ("Zoompass"). Pursuant to the Agreement, the Company agreed to issue 8,050,784 shares of its restricted common stock to Zoompass' shareholders ("Zoompass' shareholders") in exchange for all the shares of Zoompass Inc. owned by the Zoompass Inc.'s Shareholders. At the Closing Date, Rob Lee, a significant shareholder of the Company agreed to cancel 7,000,000 shares of the Company's common stock, which shares constituted the control shares of the Company. Other than this one significant shareholder, shareholders of the Company held 2,670,000 shares. As a result of the Agreement, Zoompass is now a wholly owned subsidiary of the Company. The Company has amended its Articles of Incorporation to change its name to Zoompass Holdings, Inc. and the appropriate forms were filed with FINRA and the SEC to change its name, address and symbol and complete a 3.5-1 forward split, which was consented to by the majority of shareholders on September 7, 2016 and approved in February 2017, for shareholders of record on September 7, 2016.

	Common shares				Shares to be issued
	Number of				Number of				Additional paid in		Cumulative translation
	Shares		Amount		Shares		Amount		capital		adjustment			Deficit			NCI		Total
Balance, March 31, 2019 (unaudited)		106,450,000		10,645		—		—		26,824,948		185,844			(27,790,500	)		—		(769,063	)
Shares issued for services		500,000		50		—		—		49,950		—			—			—		50,000
Shares issued for cash		1,038,461		104		181,818		15,385		103,742		—			—			—		119,231
Foreign currency translation adjustment		—		—		—		—		—		(55,955	)		—			—		(55,955	)
Net loss for the period		—		—		—		—		—		—			(117,097	)		—		(117,097	)
Balance, June 30, 2019 (unaudited)		107,988,461		10,799		181,818		15,385		26,978,640		129,889			(27,907,597	)		—		(772,884	)

All share figures have been retroactively stated to reflect the stock split approved by shareholders, unless otherwise indicated. Additionally, the Company's shareholders consented to an increase of the shares authorized to 500,000,000 and a revision of the par value to $0.0001.


	Common shares				Shares to be issued
	Number of				Number of				Additional paid in		Cumulative translation
	Shares		Amount		Shares		Amount		capital		adjustment			Deficit			NCI		Total
December 31, 2018 (audited)		105,450,000		10,545		300,000		—		26,648,048		249,459			(27,538,709	)		—		(630,657	)
Shares issued for services		1,500,000		150		—		—		226,850		—			—			—		227,000
Shares issued for cash		1,038,461		104		181,818		15,385		103,742		—			—			—		119,231
Foreign currency translation adjustment		—		—		—		—		—		(119,570	)		—			—		(119,570	)
Net loss for the period		—		—		—		—		—		—			(368,888	)		—		(368,888	)
Balance, June 30, 2019 (unaudited)		107,988,461		10,799		481,818		15,385		26,978,640		129,889			(27,907,597	)		—		(772,884	)

AsThe ~~the~~accompanying ~~former~~notes ~~Zoompass shareholders~~are ~~ended~~an upintegral ~~owning the majority of the Company, the transaction does not constitute a business combination and was deemed~~part ~~to be a recapitalization~~ of ~~the~~these ~~Company~~condensed ~~with~~consolidated ~~Zoompass~~financial ~~being the accounting acquirer, accordingly the accounting and disclosure information is that of Zoompass going forward~~statements.

~~Effective March~~ F-6, 2018 (the "Closing Date"), Zoompass Holdings, Inc.'s (the "Company") Canadian operating subsidiary, Zoompass, Inc., entered into an Asset Purchase Agreement (the "Agreement") for the sale of its Prepaid Card Business ("Prepaid Business") to Fintech Holdings North America Inc., or its designee. The aggregate purchase price of the Prepaid Business was C$400,000. The transaction was completed on March 26, 2018.

~~During~~ZOOMPASS ~~the first fiscal quarter of 2018~~HOLDINGS, ~~the Company implemented a plan to abandon the mobility solution operation. The Company has determined that the~~ ~~mobility solution operation represents a component and a reportable segment of the Company~~INC. According to the plan of abandonment, the Company gradually ceased accepting any new business during first fiscal quarter of 2018 and settled all the remaining orders and obligations from mobility solution by end of March 2018.

OnNOTES ~~October~~TO ~~17, 2018,~~THE ~~the~~INTERIM ~~Company~~CONDENSED ~~purchased~~CONSOLIDATED ~~certain~~FINANCIAL business assets that represents a business from Virtublock Global Corp. (“Virtublock”, “VGC”) in return the Company issued 44,911,724 shares to Virtublock and pursuant to the issuance of shares Virtublock ended up owning 45% of total outstanding common shares of the Company. (note 4)STATEMENTS

~~Zoompass Inc.~~(Unaudited, ~~was~~Expressed ~~incorporated under the laws of Ontario on June 8, 2016. On October 17, 2018, pursuant to an asset purchase agreement with VGC, certain business assets were acquired by the Company~~ in ~~exchange~~US for shares of the Company. The business assets primarily consisted of certain technology IP related to cryptocurrency exchange/wallet, certain strategic partnerships and customer contracts. On March 25, 2019, the name of the company was changed from Zoompass Inc. to Virtublock Canada Inc. (“VCI”dollars).

~~On February~~NOTE ~~27,~~1 ~~2020,~~— ~~the~~NATURE ~~Company~~OF ~~cancelled~~OPERATIONS ~~44,911,724~~AND ~~shares~~GOING of the common stock which were issued in connection with the asset purchase agreement dated October 17, 2018 with VGC. (note 4). Pursuant to a General Release agreement dated November 29, 2019, the asset purchase agreement dated October 17, 2018 with VGC. was deemed cancelled and each party acknowledged and agreed that no party has or shall have any claim with respect to intellectual property, software or other assets owned by any other party and that no agreements exist or remain unsatisfied with respect to the transfer of any asset from a releasing party to any other party, and VGC assigned and tendered the 44,911,724 shares of common stock of the Company to the Company for cancellation. Accordingly, $4,491 was transferred from common stock to additional paid in capital with a corresponding reduction in the number of common shares outstanding.CONCERN

~~F-5~~Zoompass Holdings, Inc. formerly known as UVIC. Inc. ("Zoompass Holdings" or the "Company") was incorporated under the laws of the State of Nevada on August 21, 2013. The Company is a Software Fintech company with focus on leading edge technologies and software as a service. The company is actively seeking opportunities to acquire software companies with existing revenue streams.

~~ZOOMPASS~~In February ~~HOLDINGS~~2017, ~~INC~~the Company completed a 3.5-1 forward split, which was approved by shareholders of record on September 7, 2016. All share figures have been retroactively stated to reflect the stock split approved by the shareholders, unless otherwise indicated.

~~NOTES~~Effective March TO6, ~~THE~~2018, ~~CONDENSED~~the ~~CONSOLIDATED~~Company’s ~~FINANCIAL~~Canadian operating subsidiary, Zoompass, Inc., entered into an Asset Purchase Agreement (the ~~STATEMENTS~~"Agreement") for the sale of its Prepaid Card Business ("Prepaid Business") to Fintech Holdings North America Inc., or its designee. The aggregate purchase price of the Prepaid Business was C$400,000. The transaction was completed on March 26, 2018.

~~(Unaudited~~On October 17, ~~Expressed~~2018, inthe USCompany ~~dollars~~purchased certain business assets that represents a business from Virtublock Global Corp. (“Virtublock”, “VGC”) in return the Company issued 44,911,724 shares to Virtublock and pursuant to the issuance of shares Virtublock ended up owning 45% of total outstanding common shares of the Company.

~~NOTE~~On February ~~1 —~~27, ~~NATURE~~2020, OFthe ~~OPERATIONS~~Company ~~AND~~cancelled ~~GOING~~44,911,724 ~~CONCERN~~shares of the common stock which were issued in connection with the asset purchase agreement dated October 17, 2018 with Virtublock Global Corp. (~~Continued~~note 3). Pursuant to a General Release agreement dated November 29, 2019, the asset purchase agreement dated October 17, 2018 with Virtublock Global Corp. was deemed cancelled and each party acknowledged and agreed that no party has or shall have any claim with respect to intellectual property, software or other assets owned by any other party and that no agreements exist or remain unsatisfied with respect to the transfer of any asset from a releasing party to any other party, and Virtublock Global Corp. assigned and tendered the 44,911,724 shares of common stock of the Company to the Company for cancellation. As the share cancellation occurred on February 27, 2020, the accounting recognition of this transaction, consisting of a transfer of $4,492 from common stock to additional paid-in capital and related reduction in the number of common shares outstanding, will be reflected in the consolidated financial statements for the first quarter ended March 31, 2020.

~~The~~On May 31, 2020, the Company isclosed a ~~Software Fintech~~Share ~~company~~Exchange ~~and~~Agreement ~~continues~~(the to"Share ~~develop~~Exchange Agreement") by and ~~acquire~~among ~~software~~the ~~platforms~~Company, Blockgration Global Corp., an Ontario corporation and ~~services~~its tosubsidiaries ~~sell~~("BGC"), toand ~~customers~~the ~~globally~~shareholders ~~with~~of aBGC ~~focus~~(the "BGC onShareholders"). ~~leading~~This ~~edge~~acquisition ~~technologies~~gives the Company controlling interest in BGC’s subsidiaries in Canada and ~~software~~India aswhich is aengaged ~~service~~in the business of digital wallet deployments, prepaid card platform, blockchain and mobile apps deployment.

The Company, has incurred recurring losses from operations and as ~~part~~ of June 30, 2020 and December 31, 2019, and had net working capital deficiency and an accumulated deficit. The Company’s continued existence is dependent upon its ~~business~~ability to continue to execute its operating plan and to obtain additional debt or equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the necessary debt or equity financing will be available, or will ~~seek~~be ~~opportunities~~available on terms acceptable to ~~acquire~~the ~~software~~Company, ~~companies~~in ~~with~~which ~~existing~~case ~~revenue~~the ~~streams~~Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the unaudited interim condensed consolidated financial statements.

~~The Company has incurred~~There ~~recurring~~is ~~losses~~no ~~from~~certainty ~~operations~~that ~~and~~the asCompany ofwill ~~March~~be ~~31,~~successful ~~2020~~in ~~and~~generating ~~December~~sufficient ~~31,~~cash ~~2019,~~flow ~~and~~from ~~had~~operations ~~net~~or ~~working~~achieving ~~capital deficiency~~ and anmaintaining ~~accumulated~~profitable ~~deficit.~~operations ~~The~~in ~~Company’s~~the ~~continued~~future ~~existence~~to isenable ~~dependent~~it ~~upon its ability~~ to ~~continue~~meet ~~to execute~~ its ~~operating plan~~obligations ~~and~~as tothey ~~obtain~~come ~~additional~~due ~~debt~~and orconsequently ~~equity financing. These conditions raise substantial doubt about the Company’s ability to~~ continue as a going concern. ~~There~~The ~~can~~Company bewill norequire ~~assurance~~additional ~~that~~financing ~~the~~this ~~necessary~~year ~~debt~~to orfund ~~equity~~its ~~financing~~operations ~~will~~and beit ~~available,~~is orcurrently ~~will be~~working ~~available~~ on ~~terms~~securing this ~~acceptable~~funding tothrough ~~the~~corporate ~~Company~~collaborations, inpublic ~~which~~or ~~case~~private ~~the~~equity ~~Company~~offerings ~~may~~or bedebt ~~unable~~financings. toSales ~~meet~~of ~~its~~additional ~~obligations.~~equity securities ~~Should~~by the Company be ~~unable~~would toresult ~~realize its assets and discharge its liabilities~~ in the ~~normal~~dilution ~~course~~ of ~~business,~~ the ~~net~~interests ~~realizable value~~ of ~~its assets~~existing ~~may be materially less than the amounts recorded in the unaudited interim condensed consolidated financial statements~~shareholders. ~~The~~ ~~unaudited~~There ~~interim~~can ~~condensed~~be ~~consolidated~~no ~~financial~~assurance ~~statements do not include any adjustments relating to the recoverability~~that offinancing ~~recorded~~will ~~asset amounts that might~~ be ~~necessary~~available ~~should~~when ~~the Company be unable to continue in existence~~required.

~~There~~These unaudited isinterim nocondensed ~~certainty~~ consolidated financial statements have been prepared on the basis that the Company will becontinue ~~successful~~as a ingoing ~~generating~~concern, ~~sufficient~~which ~~cash~~presumes ~~flow~~that ~~from~~it ~~operations~~will orbe ~~achieving~~able ~~and~~to ~~maintaining~~realize ~~profitable operations~~its inassets ~~the~~and ~~future~~discharge toits ~~enable~~liabilities itin tothe ~~meet~~normal ~~its~~course of ~~obligations~~business as they come due. ~~and~~These ~~consequently~~unaudited ~~continue~~interim ascondensed aconsolidated ~~going~~financial ~~concern.~~statements ~~The Company~~do ~~will~~not ~~require~~reflect ~~additional~~the ~~financing~~adjustments to ~~this~~the ~~year~~carrying tovalues ~~fund~~of ~~its~~assets ~~operations~~and liabilities and itthe isreported ~~currently~~expenses ~~working~~and onconsolidated ~~securing~~balance ~~this~~sheets ~~funding~~classifications that ~~through~~would ~~corporate~~be ~~collaborations,~~necessary ~~public~~if orthe ~~private~~Company ~~equity~~were ~~offerings~~unable orto ~~debt~~realize ~~financings.~~its ~~Sales~~assets ofand ~~additional~~settle ~~equity~~its ~~securities by~~liabilities ~~the~~as ~~Company~~a ~~would~~going ~~result~~concern in the ~~dilution~~normal course of ~~the interests of existing shareholders~~operations. ~~There~~Such ~~can~~adjustments becould ~~no assurance that financing will~~ be ~~available when required~~material.

These unaudited interim condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which presumes that it will be able to realize its assets and discharge its liabilities in the normal course of business as they come due. These unaudited interim condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and unaudited interim condensed consolidated balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.F-7

~~Basis~~ZOOMPASS ~~of presentation~~HOLDINGS, INC.

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~THE ~~interim~~INTERIM ~~condensed~~CONDENSED ~~consolidated~~CONSOLIDATED ~~financial~~FINANCIAL statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2019 and 2018 and their accompanying notes.STATEMENTS

~~The unaudited interim condensed consolidated financial statements reflect all adjustments~~(Unaudited, ~~consisting of normal recurring adjustments, which,~~ Expressed in ~~the opinion~~US ~~of management, are necessary to present a fair statement of the results for the period.~~dollars)

~~F-6~~Basis of presentation

~~ZOOMPASS~~The accompanying ~~HOLDINGS~~unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, ~~INC~~they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2019 and 2018 and their accompanying notes.

~~NOTES~~The Interim TOcondensed ~~THE~~consolidated ~~CONDENSED~~financial ~~CONSOLIDATED~~statements ~~FINANCIAL~~reflect all adjustments, consisting of normal recurring adjustments, which, ~~STATEMENTS~~in the opinion of management, are necessary to present a fair statement of the results for the period.

~~(Unaudited,~~Certain ~~Expressed~~prior inyear USand quarter ~~dollars)~~amounts have been reclassified to conform to the current-year’s presentation.

~~NOTE 1 — NATURE OF OPERATIONS~~Basis ~~AND~~of ~~GOING CONCERN (Continued)~~consolidation:

~~Basis~~The unaudited interim condensed consolidated financial statements comprise the accounts of Zoompass Holdings Inc., the legal parent company, and its subsidiaries. The accounts of the subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. All significant inter-company balances and transactions, unrealized gains or losses on transactions between the entities have been eliminated upon consolidation:.

The unaudited interim condensed consolidated financial statements comprise the accounts of Zoompass Holdings, Inc., the legal parent company, and its wholly owned subsidiaries, VCI and Paymobile Inc. (“Paymobile”), a company incorporated in Florida, USA, after the elimination of all intercompany balances and transactions.

Legal Entity	Location		Ownership Interest
Zoompass Inc. (“ZM”)!		Canada		100	%
Paymobile Inc. (“PM”)!		USA		100	%
Mobility Fintech Solutions USA Inc. (MFS”)!		USA		100	%
Blockgration Global Corp. (“BGC”)*		Canada		100	%
Virtublock OU (“VO”)*		Estonia		100	%
Blockline Solutions Private Ltd (“BSP”)*		India		100	%
Msewa Software Solutions (“MSS”)*		India		70	%
Zuum Global Services Inc. (“ZMG”)*		Canada		70	%

~~Subsidiaries~~*Those ~~are all~~ entities ~~(including special~~became ~~purpose~~subsidiaries ~~entities)~~of ~~over which~~ the Company, ~~either~~pursuant ~~directly or indirectly, has the power~~ to ~~govern~~ the ~~financial~~acquisition ~~and~~transaction ~~operating~~completed ~~policies generally~~on ~~accompanying~~May ~~a shareholding of more than one half of the voting rights. Where the group does not directly hold more than one half of the voting rights~~31, ~~significant judgment is used to determine whether control exists~~2020. These significant judgments include assessing whether the group can control the operating policies through the group's ability to appoint the majority of directors to the board. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group until the date on which control ceases.

~~The~~! ~~accounts~~No ofchanges ~~subsidiaries~~in ~~are prepared for~~ the shareholding ~~same~~since ~~reporting~~December ~~period as the parent entity~~31, ~~using consistent accounting policies~~2019.(Note ~~Inter-company transactions, balances and unrealized gains or losses on transactions between the entities are eliminated.~~3)

~~NOTE~~Subsidiaries are ~~2 —~~all ~~SIGNIFICANT~~entities ~~ACCOUNTING~~(including ~~POLICIES~~special ~~AND~~purpose ~~RECENT~~entities) over which the Company, either directly or indirectly, has the power to ~~ACCOUNTING~~govern ~~PRONOUNCEMENTS~~the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Where the group does not directly hold more than one half of the voting rights, significant judgment is used to determine whether control exists. These significant judgments include assessing whether the group can control the operating policies through the group's ability to appoint the majority of directors to the board. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group until the date on which control ceases.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

~~Translation~~SIGNIFICANT ACCOUNTING ~~of foreign currencies~~POLICIES

~~The reporting and functional currency of the~~Translation ~~Company and Paymobile is the US dollar. The Company has determined that the functional currency~~ of ~~VCI~~foreign ~~is the Canadian dollar. (references to which are denoted "C$").~~currencies

~~Transactions~~The infunctional ~~currencies~~currency of ~~other than~~ the ~~functional currency~~Company, ~~are~~PM ~~recorded~~and atMFS ~~the~~is ~~rates of~~ the ~~exchange~~US ~~prevailing~~dollar. onThe ~~dates~~Company ofhas ~~transactions.~~determined Atthat ~~each~~the ~~balance~~functional ~~sheet~~currency ~~reporting~~of ~~date~~ZM, ~~monetary assets~~BGC and ~~liabilities~~ZMG ~~that~~is ~~are denominated in foreign currencies are translated at~~ the Canadian ~~rates prevailing at each reporting date~~dollar. ~~Non-monetary~~ ~~items~~(references ~~that~~to which are ~~measured~~denoted in"C$"), ~~terms~~for ofBSP ~~historical~~and ~~cost~~MSS inis ~~a foreign currency are translated at~~ the ~~exchange~~Indian ~~rate~~Rupees atand ~~the historical~~for ~~date~~VO ofis the ~~transaction~~Euro. The ~~impact~~reporting ~~from~~currency ~~the translation~~ of ~~foreign currency denominated items are reflected in~~ the ~~statement~~Company ofis ~~operations~~US ~~and comprehensive loss~~Dollar.

~~Translation~~Transactions in ofcurrencies ~~VCI~~other ~~assets~~than ~~and~~the ~~liabilities~~functional ~~is done~~currency ~~using~~are recorded at the rates of the exchange ~~rates~~prevailing aton dates of transactions. At each balance sheet reporting date;, ~~revenue~~monetary assets and ~~expenses~~liabilities that are ~~translated~~denominated atin ~~average~~foreign ~~rates~~currencies ~~prevailing~~are ~~during~~translated at the ~~reporting~~rates ~~period~~prevailing or at ~~the~~each reporting date. ofNon-monetary ~~the~~items ~~transaction;~~that ~~shareholders'~~are ~~equity~~measured isin ~~translated~~terms atof historical ~~rates.~~cost ~~Adjustments~~in ~~resulting~~a foreign ~~from~~currency ~~translating~~are translated at the ~~unaudited~~exchange ~~interim~~rate ~~condensed~~at ~~consolidated~~the ~~financial~~historical ~~statements~~date ~~into~~of the UStransaction. ~~Dollar~~The ~~are~~impact ~~recorded~~from asthe atranslation ~~separate component~~ of ~~accumulated~~foreign currency ~~other~~denominated ~~comprehensive~~items ~~income~~are reflected in the statement of ~~changes~~operations inand ~~stockholders’~~comprehensive ~~deficiency~~loss.

~~Revenue~~Translation of ~~recognition~~functional currencies to reporting currencies for assets and liabilities is done using the exchange rates at each balance sheet date; revenue and expenses are translated at average rates prevailing during the reporting period or at the date of the transaction; shareholders' equity is translated at historical rates. Adjustments resulting from translating the consolidated financial statements into the US Dollar are recorded as a separate component of accumulated other comprehensive income in the statement of changes in stockholders’ deficiency.

~~Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties.~~F-8

~~The~~ZOOMPASS ~~Company recognizes revenue when it satisfies~~HOLDINGS, ~~a performance obligation by transferring control over a product or service to a customer~~INC.

~~Taxes~~NOTES ~~assessed~~TO ~~by a governmental authority~~THE ~~that~~INTERIM ~~are~~CONDENSED ~~both~~CONSOLIDATED ~~imposed~~FINANCIAL ~~on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.~~STATEMENTS

~~F-7~~(Unaudited, Expressed in US dollars)

~~ZOOMPASS~~Revenue ~~HOLDINGS, INC.~~recognition

~~NOTES~~The TOCompany ~~THE~~is ~~CONDENSED~~engaged in ~~CONSOLIDATED~~the ~~FINANCIAL~~business of enabling various electronic payment transactions including mobile recharges, DTH charges, Bill collection including ~~STATEMENTS~~mobile bills, utility bills, Domestic money transfer, Travel bookings and has business arrangements with various service providers, billers and similar entities for managing various electronic payments and collections services. The Company entered into contract with all the customers and recognize revenue upon service rendered. Each contract represents a single performance obligation. The Company has fixed price per transaction based on the nature of recharges done by the customer and also based on the monthly support cost agreed in the agreement.

~~(Unaudited,~~The ~~Expressed~~Company is engaged in USother ~~dollars)~~computer related activities including provisions for IT services and solutions. The Company entered into contract with all the customers and recognize revenue upon service rendered.

~~NOTE~~In ~~2 —~~June ~~SIGNIFICANT~~2016, ~~ACCOUNTING~~the ~~POLICIES~~FASB issued ~~AND~~ASU ~~RECENT ACCOUNTING~~2016-13, ~~PRONOUNCEMENTS~~“Financial Instruments - Credit Losses (~~Continued~~Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new guidance effectively on January 1, 2020. The Company identified and updated existing internal controls and procedures to ensure compliance with the new guidance, but such modifications were not deemed to be material to the Company's overall system of internal control. While the adoption of this ASU did not have a material impact on the Company's consolidated financial statements, it required changes to the Company's process of estimating expected credit losses on trade receivables.

~~The following is a description of principal activities from which the Company generates its revenue.~~Leases

~~Prepaid~~On January ~~cards:~~1, ~~The~~2019, the Company’s ~~revenues are~~adopted ~~primarily~~Accounting ~~generated~~Standards ~~from~~Codification ~~financial~~Topic ~~service~~842, ~~fees~~“Leases” ~~charged~~(“ASC 842”) to ~~cardholders~~replace ~~and~~existing ~~merchants~~lease ~~accepting~~accounting ~~the cards for payment~~guidance. ~~Revenue for~~This ~~prepaid~~pronouncement ~~financial~~is ~~services~~intended isto ~~generated~~provide ~~from~~enhanced ~~multiple~~transparency ~~sources~~and ~~including~~comparability by ~~transaction~~requiring ~~fees,~~lessees ~~cardholder~~to ~~fees,~~record ~~load~~right-of-use ~~fees~~assets and ~~interchange fees.~~corresponding ~~These~~lease ~~fees~~liabilities ~~are recognized~~ on the ~~transaction~~balance ~~date.~~sheet ~~Funds~~for ~~received~~most ~~from~~leases. ~~customers are held in trust and the corresponding~~Expenses ~~amount~~associated ofwith ~~funds~~leases ~~available~~will ~~for~~continue ~~use~~to ~~are~~be ~~recorded~~recognized asin a ~~liability.~~manner ~~Fees~~similar ~~charged~~to ~~for~~previous ~~card~~accounting ~~program,~~guidance. ~~website~~The ~~and~~Company ~~card design are recognized~~adopted ~~when~~ASC ~~services~~842 ~~are~~utilizing ~~performed or when~~ the ~~product~~transition ispractical ~~transferred~~expedient toadded by the ~~customer.~~Financial ~~Other~~Accounting ~~revenue~~Standards ~~represents~~Board ~~gains~~(“FASB”), ~~realized on de-recognition~~which ofeliminates ~~clients'~~the ~~funds~~requirement ~~payable.~~that Atentities ~~end~~apply ofthe ~~March~~new ~~2018,~~lease ~~the~~standard ~~Company~~to ~~discontinued~~ the ~~Prepaid~~comparative ~~cards~~periods ~~business~~presented ~~and~~in ~~stopped~~the ~~generating~~year ~~revenue from~~of ~~this operation~~adoption.

~~Mobility solution:~~ The Company ~~recognizes revenue~~is the lessee in ~~products~~a ~~revenue~~lease contract when athe ~~customer~~Company ~~takes~~obtains ~~possession~~the ofright to use the ~~device~~asset. ~~This~~Operating ~~usually~~leases ~~occurs~~are ~~when~~included in the ~~customer~~line ~~signs~~items aright-of-use ~~contract~~asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. ~~For~~Right-of-use ~~mobile~~(“ROU”) ~~devices,~~asset ~~customers~~represents ~~usually~~the ~~pay~~Company’s ~~within~~right ~~company~~to ~~specified~~use ~~credit~~an underlying asset for the lease term ~~which~~and lease isobligations ~~within~~represent 12the ~~months.~~Company’s Atobligations ~~end~~to ofmake ~~March~~lease ~~2018~~payments arising from the lease, both of which are recognized based on the ~~Company~~present ~~discontinued~~value of the ~~mobility~~future ~~solution~~minimum ~~business~~lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and ~~stopped~~are ~~generating~~expensed ~~revenue~~on ~~from~~a ~~this~~straight-line basis ~~operation~~over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor.

~~Cryptocurrency platform:~~As ~~The~~our ~~Company~~current ~~offers~~operating ~~organizations~~lease ~~the~~of ~~cryptocurrencies~~office ~~exchange~~space, asat athe ~~service~~commencement, inhas ~~order~~a toterm ~~facilitate the exchange~~ of ~~different~~less ~~cryptocurrencies to~~than ~~its~~12 ~~end~~months, ~~users.~~we ~~The~~elect ~~revenue~~not isto ~~mainly~~apply ~~generated from~~ the recognition ~~software~~requirements ~~customization~~of ~~services~~ASC ~~fees~~842 ~~charged~~ to the ~~organizations~~short-term ~~and transaction fees charged to the end users when using the exchange platform. The Company~~lease, ~~for~~instead ~~the~~lease ~~quarter~~payments ~~ended~~are ~~March~~recognized ~~31,~~in ~~2020~~statement ~~and~~of operations ~~2019,~~on ~~has~~a ~~not~~straight-line ~~generated~~basis ~~revenue~~over ~~from~~ the ~~Cryptocurrency~~lease ~~platform~~term.

Wallet platforms: The Company offers organizations the wallet platforms as a service in order to facilitate the mobile wallet transactions to its end users. The revenue is mainly generated from the software customization services fees charged to the organizations and transaction fees charged to the end users when using the wallet platform. The Company, for the quarter ended March 31, 2020 and 2019, has not generated revenue from the Wallet platform.F-9

~~Technology~~ZOOMPASS ~~consulting:~~HOLDINGS, ~~The company offers consulting services for software applications~~INC. ~~The revenue is recognized when the services are performed. The Company, for the quarter ended March 31, 2020 and 2019, has not generated revenue from the Technology consulting.~~

~~The~~NOTES ~~Company~~TO ~~accounts~~THE ~~for~~INTERIM ~~individual~~CONDENSED ~~products~~CONSOLIDATED ~~and~~FINANCIAL services separately if they are distinct – i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately provides the products and services.STATEMENTS

~~Financial~~(Unaudited, ~~instruments~~Expressed in US dollars)

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.Goodwill

~~The~~Goodwill ~~carrying~~represents ~~amounts~~the ~~reported~~excess inpurchase price over the ~~unaudited interim~~estimated ~~condensed~~fair value of net assets acquired by the Company in business combinations. Business ~~consolidated~~acquisitions ~~balance~~are ~~sheets~~accounted for ~~cash~~using ~~and~~the ~~cash~~acquisition ~~equivalents,~~method ~~accounts~~whereby ~~payable~~acquired assets and ~~accrued~~ liabilities ~~and~~are ~~due~~recorded toat ~~related parties approximate~~ fair value as ~~because~~ of the ~~short~~date ~~period~~ of ~~time~~acquisition ~~between~~with the ~~origination~~excess of the acquisition amount over such ~~instruments~~fair value being recorded as goodwill and ~~their~~allocated to ~~expected~~reporting ~~realization~~units ("RU"). ~~Per~~ ~~ASC~~RUs ~~Topic~~are ~~820~~the ~~framework~~smallest ~~these~~identifiable group of assets, liabilities and associated goodwill that generate cash inflows that are ~~considered~~largely ~~Level~~independent 2of ~~inputs~~the ~~where~~cash ~~inputs~~inflows from other ~~than~~assets ~~Level~~or 1groups ~~that~~of ~~are~~assets. ~~observable,~~Given ~~either~~how ~~directly~~the Company oris ~~indirectly~~structured and managed, ~~such~~the asCompany ~~quoted~~has ~~prices~~one inRU. ~~active~~Goodwill ~~markets~~arises ~~for~~principally ~~similar~~because ~~assets~~of orthe ~~liabilities~~following factors among other things: (1) the going concern value of the Company's capacity to sustain and grow revenues through securing additional contracts and customers,; (2) ~~quoted~~the ~~prices~~undeserved market of consumers looking for ~~identical~~financial ortransactional ~~similar assets~~alternatives; or(3) ~~liabilities~~technological inand ~~markets~~mobile ~~that~~capabilities beyond ~~are~~acquired ~~not~~lines ~~active,~~of orbusiness ~~other~~to ~~inputs~~capture ~~that~~buyer ~~are~~specific ~~observable~~synergies orarising ~~can~~upon bea ~~corroborated~~transaction byand ~~observable~~(4) the requirement to record ~~market~~a ~~data~~deferred tax liability for ~~substantially~~the difference between the ~~full~~assigned ~~term~~values and the tax bases of the assets oracquired and liabilities assumed in a business combination, if any.

The Company's policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the year.Intangibles

FThe Company has applied the provisions of ASC topic 350 – Intangibles – goodwill and other, in accounting for its intangible assets. Intangible assets subject to amortization are amortized on a straight-8line method on the basis over the useful life of the respective intangibles. The following useful lives are used in the calculation of amortization:

~~ZOOMPASS~~Trademark ~~HOLDINGS,~~– ~~INC.~~8 years

~~NOTES~~Customer TObase ~~THE CONDENSED CONSOLIDATED FINANCIAL~~– ~~STATEMENTS~~5 years

~~(Unaudited,~~Intellectual ~~Expressed~~property/Technology – in10 ~~US dollars)~~years

~~NOTE~~Impairment ~~2 —~~goodwill and ~~SIGNIFICANT~~indefinite-lived ~~ACCOUNTING~~intangible ~~POLICIES~~assets ~~AND~~and ~~RECENT ACCOUNTING~~intangible ~~PRONOUNCEMENTS~~assets ~~(Continued)~~with definite lives

~~Basic~~The Company accounts for goodwill and ~~diluted~~intangible ~~loss~~assets ~~per~~in ~~share~~accordance with ASC No. 350, Intangibles-Goodwill and Other ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

~~Basic~~The ~~and~~Company ~~diluted loss per share has been determined~~assesses ~~by dividing~~ the ~~net~~carrying ~~loss~~value ~~available~~of togoodwill, ~~shareholders~~indefinite-lived ~~for~~intangible ~~the~~assets ~~applicable~~and ~~period~~intangible byassets ~~the~~with ~~basic~~definite ~~and~~lives, ~~diluted~~such ~~weighted~~as ~~average number of~~Trademark, ~~shares~~Intellectual ~~outstanding~~property/Technology, ~~respectively.~~and ~~The~~customer ~~diluted~~base ~~weighted~~for ~~average~~potential ~~number~~impairment ofannually ~~shares outstanding is calculated~~ as ifof ~~all~~December ~~dilutive~~31, ~~options had been exercised~~ or ~~vested~~more atfrequently ~~the~~if events ~~later of the beginning of the reporting period~~ or ~~date~~changes ofin ~~grant,~~circumstances ~~using~~indicate ~~the~~such ~~treasury~~assets ~~stock~~might ~~method~~be impaired.

~~Loss~~When ~~per~~assessing ~~common~~goodwill for ~~share~~impairment isthe ~~computed~~Company byelects ~~dividing~~ to first perform a qualitative assessment for a reporting unit to determine if the ~~net~~quantitative impairment ~~loss~~test byis necessary. If we do not perform a qualitative assessment, or if the ~~weighted~~qualitative ~~average~~assessment ~~number~~indicates ofit ~~shares~~is more likely than not that the fair value of ~~common~~the ~~shares~~reporting ~~outstanding~~units, ~~during~~is less than its carrying amount, the ~~period~~Company performs a quantitative test. ~~Common~~The ~~share~~Company ~~equivalents,~~recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s ~~options~~fair ~~and~~value; ~~warrants~~however, ~~are~~the ~~excluded~~loss ~~from~~recognized would not exceed the ~~computation~~total amount of ~~diluted~~goodwill ~~loss~~allocated ~~per~~to ~~share~~that ~~when~~reporting ~~their~~unit. ~~effect~~The asCompany estimates ~~anti-dilutive~~fair value using the income approach, to estimate the future undiscounted cash flows (excluding interest charges) from the use and ultimate disposition of the assets.

~~Segment reporting~~F-10

~~ASC~~ZOOMPASS ~~280-10~~HOLDINGS, ~~"Disclosures about Segments~~ of an Enterprise and Related Information", establishes standards for the way that public business enterprises report information about operating segments in the Company's consolidated financial statementsINC. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are located in, all revenues are currently earned in Canada and the Company’s research, development and strategical planning operations are carried out and served as an integral part of the Company’s business. The Company’s reportable segments and operating segments include cryptocurrency platform operations and research, development and strategical planning operations.

~~Cash~~NOTES ~~and~~TO ~~cash~~THE INTERIM ~~equivalents~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. For purposes of reporting cash flows(Unaudited, ~~the Company considers all cash accounts that are not subject to withdrawal restrictions or penalties to~~Expressed ~~be cash and cash equivalents. Cash~~ in ~~trust~~US and customer deposits are amounts held by the Company at various financial institutions for settlement of clients' funds payable. Client funds are amounts owing on behalf of clients for prepaid debit cards.dollars)

~~Equipment~~Use of estimates

~~Equipment~~The preparation isof ~~stated~~the atconsolidated ~~historic~~financial ~~cost.~~statements ~~The~~in ~~Company~~conformity with US GAAP requires management to make estimates and assumptions ~~has~~that affect the ~~following~~reported ~~sub-categories~~amounts of ~~property~~assets and ~~equipment~~liabilities ~~with~~and ~~useful~~disclosure ~~lives~~of contingent assets and ~~depreciation~~liabilities ~~methods~~at asthe ~~follows:~~date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

•The areas ~~Computer~~where ~~equipment~~management ~~and~~has ~~furniture~~made –significant ~~30%~~judgments ~~declining~~include, ~~balance~~but ~~per~~are ~~year~~not limited to:

Accounting for acquisitions: The ~~cost~~accounting offor ~~assets~~acquisitions ~~sold,~~requires ~~retired,~~judgement orto ~~otherwise disposed~~determine ofif ~~and~~an acquisition meets the ~~related~~definition ~~accumulated~~of a ~~depreciation~~business ~~are~~combination ~~eliminated~~under ~~from~~ASC 805. Further, management is required to use judgement to determine the ~~accounts.~~fair ~~Expenditures~~value ~~for~~of ~~maintenance~~the consideration provided and ~~repairs are~~the ~~charged~~net toassets ~~expense~~and asliabilities ~~incurred~~acquired.

Assessment of Impairment: The Company ~~follows~~has ~~the ASC~~certain ~~Topic~~assets ~~360,~~for which a determination of an impairment, if any, requires ~~that~~significant ~~long-lived~~judgement to determine if the carrying amount of any assets beare ~~reviewed~~impaired. ~~annually~~Management ~~for~~uses ~~impairment~~judgement ~~whenever~~in ~~events~~determining among other things, whether or ~~changes~~not inan ~~circumstances~~indicator of impairment has occurred, future cash flows, time horizons, and likelihood of recoverability. The assets ~~indicate~~where ~~that~~management has assessed the ~~assets'~~recoverability the carrying ~~amounts~~amount ~~may~~includes ~~not~~accounts bereceivable, ~~recoverable~~equipment, intangibles and goodwill.

InDeferred taxes: ~~performing~~The Company recognizes the ~~review for~~deferred ~~recoverability,~~tax ifbenefit ~~future~~related ~~undiscounted~~to ~~cash~~deferred ~~flows~~income ~~(excluding~~tax ~~interest~~assets ~~charges)~~to ~~from~~the extent recovery is probable. Assessing the ~~use~~recoverability ~~and~~of ~~ultimate~~deferred ~~disposition~~income tax assets requires management to make significant estimates of ~~the~~future taxable ~~assets~~profit ~~are~~and ~~less~~the ~~than~~income ~~their~~tax ~~carrying~~rate ~~values,~~at anwhich ~~impairment~~the ~~loss~~future ~~represented~~tax byassets will be realized. To the ~~difference~~extent ~~between~~that ~~its~~future ~~fair~~cash ~~value~~flows, taxable profit and ~~carrying value~~income tax rates differ significantly from estimates, isthe ~~recognized.~~ability ~~When~~of ~~properties~~the ~~are~~Company ~~classified~~to asrealize ~~held~~deferred ~~for~~tax ~~sale~~assets could be impacted. In addition, ~~they~~future ~~are~~changes ~~recorded~~in attax laws could limit the ~~lower~~ability of the ~~carrying~~Company ~~amount~~to ~~or the~~obtain ~~expected~~tax ~~sales~~deductions ~~price~~in ~~less~~future periods ~~costs~~from todeferred ~~sell~~income tax assets.

~~F-9~~NEWLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~ZOOMPASS~~In March ~~HOLDINGS~~2020, ~~INC~~the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact this guidance may have on our consolidated financial statements and related disclosures.

~~NOTES~~In June TO2018, ~~THE~~the ~~CONDENSED~~FASB ~~CONSOLIDATED~~issued ~~FINANCIAL~~an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - ~~STATEMENTS~~Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this pronouncement and such adoption did not have a material impact on our financial position and/or results of operations.

On January 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (~~Unaudited~~“FASB”) Accounting Standards Update No. 2014-09 (“ASU”), ~~Expressed~~Revenue infrom USContracts ~~dollars~~with Customers (Topic 606) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective and such adoption did not have a material impact on our financial position and/or results of operations.

~~NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)~~F-11

~~Goodwill~~ZOOMPASS HOLDINGS, INC.

~~Goodwill~~NOTES ~~represents~~TO ~~the excess purchase price~~THE ~~over~~INTERIM ~~the~~CONDENSED ~~estimated~~CONSOLIDATED ~~fair~~FINANCIAL value of net assets acquired by the Company in business combinations. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the acquisition amount over such fair value being recorded as goodwill and allocated to reporting units ("RU"). RUs are the smallest identifiable group of assets, liabilities and associated goodwill that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Given how the Company is structured and managed, the Company has one RU. Goodwill arises principally because of the following factors among other things: (1) the going concern value of the Company's capacity to sustain and grow revenues through securing additional contracts and customers,; (2) the undeserved market of consumers looking for financial transactional alternatives; (3) technological and mobile capabilities beyond acquired lines of business to capture buyer specific synergies arising upon a transaction and (4) the requirement to record a deferred tax liability for the difference between the assigned values and the tax bases of the assets acquired and liabilities assumed in a business combination, if any.STATEMENTS

~~Intangibles~~(Unaudited, Expressed in US dollars)

~~The~~On January 1, 2018, the Company ~~has~~adopted ~~applied~~the accounting pronouncement issued by the ~~provisions~~FASB ofto ~~ASC topic~~clarify ~~350~~how –entities ~~Intangibles~~should –present ~~goodwill~~restricted cash and ~~other,~~restricted cash equivalents in ~~accounting~~the ~~for~~statement ~~its~~of ~~intangible~~cash ~~assets~~flows. ~~Intangible~~This ~~assets~~guidance ~~subject~~requires entities to ~~amortization~~ ~~are~~show ~~amortized~~changes onin athe ~~straight-line~~total of ~~method~~cash, oncash ~~the~~equivalents ~~basis~~and ~~over~~restricted cash in the ~~useful~~combined ~~life~~statement of ~~the~~cash ~~respective intangibles~~flows. ~~The~~This ~~following~~guidance was adopted on a retrospective ~~useful~~basis, ~~lives~~and ~~are~~such ~~used~~adoption indid ~~the~~not ~~calculation~~have a material impact on combined financial position and/or results of ~~amortization:~~operations.

~~Trademark~~On January –1, 72019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance.25 ~~years~~This ~~Acquired~~pronouncement ~~payment~~is ~~platform~~intended –to 5provide ~~years~~enhanced ~~Intellectual~~transparency ~~property/Technology~~and –comparability by 7requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases.25 ~~years~~Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. As our current operating lease of office space, at the commencement, has a term of less than 12 months, the Company elects not to apply the recognition requirements of ASC 842 to the short-term lease, instead lease payments are recognized in statement of operations on a straight-line basis over the lease term.

~~Impairment goodwill and indefinite~~F-~~lived intangible assets and intangible assets with definite lives~~12

~~The~~ZOOMPASS ~~Company accounts for goodwill and intangible assets in accordance with ASC No. 350~~HOLDINGS, ~~Intangibles-Goodwill and Other ("ASC 350"). ASC 350~~ requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying valueINC. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

~~The~~NOTES ~~Company~~TO ~~assesses~~THE ~~the~~INTERIM ~~carrying~~CONDENSED ~~value~~CONSOLIDATED ofFINANCIAL goodwill, indefinite-lived intangible assets and intangible assets with definite lives, such as Trademark, Technology platform, customer base and other intangible assets for potential impairment annually as of December 31, or more frequently if events or changes in circumstances indicate such assets might be impaired.STATEMENTS

When assessing goodwill for impairment the Company elects to first perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. If we do not perform a qualitative assessment(Unaudited, ~~or if the qualitative assessment indicates it is more likely than~~Expressed ~~not~~in ~~that~~US the fair value of the reporting units, is less than its carrying amount, the Company performs a quantitative test. The Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. The Company estimates fair value using the income approach, to estimate the future undiscounted cash flows (excluding interest chargesdollars) ~~from the use and ultimate disposition of the assets.~~

~~F-10~~NOTE 3 – ACQUISITIONS OF BUSINESS

~~ZOOMPASS~~Acquisition of ~~HOLDINGS,~~Virtublock ~~INC.~~Global Corp:

~~NOTES~~On October TO16, ~~THE~~2018, ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~entered into an agreement with Virtublock Global Corp (VGC), a corporation incorporated in Ontario ~~STATEMENTS~~Canada, to acquire assets and intellectual property of VGC. Based on an examination of the net assets acquired, the acquisition of the net assets was determined to be a business as defined under ASC 805.

~~(Unaudited~~Pursuant to the agreement, ~~Expressed~~the inCompany USissued ~~dollars)~~44,911,724 shares of its common stock to VGC as purchase consideration. The fair value of the shares issued was determined to be $3,458,203 based on the market value of the common stock as the date of issuance. The following table sets forth the allocation of the purchase consideration to the fair value of the net assets acquired. The acquired goodwill is primarily related to the value attributed to a company that is expected to experience accelerated growth.

~~NOTE~~The Company ~~2 —~~assessed ~~SIGNIFICANT~~the ~~ACCOUNTING~~goodwill ~~POLICIES~~and ~~AND~~intangible ~~RECENT ACCOUNTING~~assets ~~PRONOUNCEMENTS~~assigned ~~(Continued)~~as a result of the acquisition for impairment and considered them impaired.

~~Income~~Management tested ~~taxes~~goodwill and intangibles for impairment and determined them to be impaired. The main cause of the impairment was Company’s inability to secure the required financing and customer contracts in order to operationalize the new acquisition of VirtuBlock Global, Inc. As a result, the carrying amounts of intangibles and goodwill could not be supported.

~~Deferred tax is recognized using the asset~~Impairment ~~and liability method, on temporary differences between the carrying amounts~~ of ~~assets~~Goodwill and ~~liabilities~~intangible for financial reporting purposes and the amounts used for tax purposes. However, the deferred tax is not recognized if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred taxes determined using tax rates (and laws) that have been enacted by the reporting date and are expected to apply when the related deferred taxation asset is realized, or the deferred taxation liability is settled. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.:

AManagement used ~~deferred~~the ~~tax~~Income ~~asset~~approach ~~is recognized~~ to estimate the ~~extent that~~value itof ~~is probable that future taxable profits will be available against which~~ the ~~temporary~~Company’s ~~difference~~intangible ~~can be utilized. Deferred tax~~ assets ~~are~~based ~~reviewed~~on atprojections ~~each~~(adjusted ~~reporting~~for ~~date~~multiple scenarios and ~~are~~weighted ~~reduced~~probabilities) toof ~~the~~future ~~extent~~cash ~~that it is no longer probable that the related tax benefit will be realized~~flows.

~~Share-based~~Impairment regarding ~~payment expense~~Goodwill

The ~~Company follows the fair value method of~~ ~~accounting for stock awards granted to employees, directors, officers and consultants. Share-based awards to employees are measured at the~~ fair value of the ~~related~~business ~~share-based~~unit ~~awards. Share-~~based ~~payments to others are valued based~~ on the ~~related~~discounted ~~services~~cash ~~rendered or~~flow ~~goods~~analysis ~~received~~and ornet ifasset ~~this~~valuations ~~cannot be reliably measured, on the fair value~~ of the ~~instruments~~reporting ~~issued.~~unit ~~Issuances~~do ~~of shares are~~not ~~valued~~exceed ~~using~~ the ~~fair~~carrying value of the shares at the time of grant; issuances of warrants and other share-based awards are valued using the Black-Scholes model with assumptions based on historical experience and future expectations. All issuances of share-based payments have been fully vestedamount, ~~otherwise~~therefore ~~the~~goodwill ~~Company~~was ~~recognizes~~considered ~~such awards over the vesting period based on expectations of the number of awards expected to vest over that period on a straight-line basis~~impaired.

~~Business~~Impairment regarding ~~combinations~~Intangibles

~~A business combination is a transaction or~~The ~~other~~undiscounted ~~event~~(pre-tax) incash ~~which~~flows ~~control over one or more businesses is obtained. A business is an integrated set~~ of ~~activities and assets that is capable of being conducted and managed for~~ the ~~purpose~~reporting ofunit ~~providing~~using aprojections ~~return~~do innot ~~the~~exceed ~~form~~its’s ofcarrying ~~dividends~~value, ~~lower costs or other economic benefits. A business consists of inputs~~ and ~~processes applied to those inputs that have the ability to create outputs~~therefore ~~that~~intangibles ~~provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that~~ were ~~used~~ byconsidered ~~the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs~~impaired. ~~The Company considers several factors to determine whether the set of activities and assets is a business.~~

Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units (“RUs”). If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the condensed consolidated statement of operations. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. If the assets acquired are not a business, the transaction is accounted for as an asset acquisition.Consideration

F-11

Common shares issued	$	3,458,203

Net assets acquired
Customer base	$	—
Trade name – Virtublock (note 5)		6,600
Intellectual property / Technology (note 5)		11,200
Non-compete agreements		—
Goodwill (note 5)		3,440,403
Total net assets acquired	$	3,458,203
Impairment at December 31, 2018 (note 5)		(3,458,203	)
		—

~~ZOOMPASS~~On February ~~HOLDINGS~~27, ~~INC~~2020, the Company terminated the agreement with Virtublock Global Corp. and cancelled 44,911,724 shares of the common stock which were issued in connection with the asset purchase agreement. Pursuant to a General Release agreement, each party acknowledged and agreed that no party has or shall have any claim with respect to intellectual property, software or other assets owned by any other party and that no agreements exist or remain unsatisfied with respect to the transfer of any asset from a releasing party to any other party.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-13

~~(Unaudited,~~ZOOMPASS ~~Expressed in US dollars)~~HOLDINGS, INC.

~~NOTE~~NOTES ~~2 —~~TO ~~SIGNIFICANT~~THE INTERIM ~~ACCOUNTING~~CONDENSED ~~POLICIES~~CONSOLIDATED ~~AND~~FINANCIAL ~~RECENT ACCOUNTING PRONOUNCEMENTS (Continued)~~STATEMENTS

~~Leases~~(Unaudited, Expressed in US dollars)

~~On January 1, 2019, the Company adopted Accounting~~NOTE ~~Standards~~3 ~~Codification~~– ~~Topic~~ACQUISITIONS ~~842,~~OF ~~“Leases”~~BUSINESS (~~“ASC 842”~~continued) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

~~The Company is the lessee in a lease contract~~Acquisition ~~when the Company obtains the right to use the asset. Operating leases are included in the line items right-~~of~~-use~~ ~~asset,~~Blockgration ~~lease obligation,~~Global current, and lease obligation, long-term in the condensed consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the condensed consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed consolidated statement of operations and comprehensive. The Company determines the lease term by agreement with lessor.Corp:

AsOn ~~our~~May ~~current~~31, ~~operating~~2020, ~~lease~~the Company ofclosed ~~office~~a ~~space~~share exchange agreement with Blockgration Global Corp. and its subsidiaries, at wherein the ~~commencement,~~Company ~~has~~acquired aall of ~~term~~the outstanding shares of ~~less~~common ~~than~~stock 12of ~~months~~Blockgration Global Corp., wea ~~elect~~company ~~not~~incorporated toin ~~apply~~Ontario, ~~the~~Canada, ~~recognition~~that ~~requirements~~is in the business of ~~ASC~~digital ~~842~~wallet todeployments, ~~the~~prepaid ~~short-term~~card platform, blockchain and mobile apps development and performance driven ~~lease~~web-based applications, ~~instead~~for ~~lease~~an ~~payments~~aggregate ~~are~~purchase ~~recognized~~price inof ~~statement~~$18,900,320. The consideration is to be paid by issue of ~~operations~~common onshares and ashare ~~straight-line~~purchase ~~basis~~warrants ~~over~~in the ~~lease~~Company ~~term.~~as follows:

~~Use~~i) 41,313,430 newly issued common shares in the Company, fifty percent (50%) of ~~estimates~~which will be release upon closing and the balance will be released upon meeting certain revenue milestones

~~The~~ii) ~~preparation~~56,186,560 ofshare ~~the~~purchase ~~unaudited~~warrants interim condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at ~~the~~an ~~date~~exercise ofprice ~~the condensed consolidated financial statements and the reported amounts~~ of ~~revenues and expenses during the reporting period~~$0.25, ~~Actual~~valid ~~results could~~for ~~differ~~3 ~~from these estimates.~~years

~~The~~Further, the ~~areas~~Company ~~where~~will ~~management~~also ~~has~~issue ~~made~~bonus ~~significant~~shares ~~judgments~~and ~~include,~~share purchase warrants on a pro rata basis after the end of each applicable fiscal ~~but~~year, ~~are~~upon ~~not~~achievement ~~limited~~of ~~to:~~certain operational milestones withing a defined time period

~~Accounting for acquisitions: The accounting for acquisitions requires judgement to determine if an acquisition meets the definition of~~ a) ~~business~~2020 ~~combination~~Bonus ~~under~~shares ~~ASC~~– ~~805. Further~~5, ~~management~~000,000 isshares ~~required to use judgement to determine the fair value of the consideration provided~~ and ~~the~~5,000,000 ~~net assets and liabilities acquired.~~warrants

~~Assessment~~b) of2021 ~~Impairment:~~Bonus ~~The~~shares ~~Company~~– ~~has certain assets for which a determination of an impairment~~5, ~~if any~~000,000 ~~requires~~shares significant judgement to determine if the carrying amount of any assets are impaired. Management uses judgement in determining among other things, whether or not an indicator of impairment has occurred, future cash flows, time horizons, and ~~likelihood of recoverability. The assets where management has assessed the recoverability the carrying amount includes accounts receivable~~5, ~~equipment~~000,000 ~~intangibles and goodwill.~~warrants

~~Deferred taxes: The Company recognizes~~Under the ~~deferred~~acquisition ~~tax~~method ~~benefit~~of ~~related~~accounting, ~~to deferred income tax assets to~~ the ~~extent~~total ~~recovery~~purchase isprice ~~probable. Assessing~~reflects the ~~recoverability of~~tangible ~~deferred~~and ~~income~~intangible ~~tax~~ assets ~~requires management to make significant estimates of future taxable profit~~ and ~~the~~liabilities ~~income tax rate~~based aton ~~which~~their ~~the~~estimated ~~future~~fair ~~tax~~values ~~assets~~at ~~will be realized. To~~ the ~~extent~~date ~~that~~of ~~future cash flows, taxable profit and income tax rates differ significantly from estimates,~~ the ~~ability~~completion of the ~~Company to realize deferred tax assets could be impacted~~acquisition. In ~~addition, future~~The ~~changes~~following intable ~~tax~~summarizes ~~laws could limit~~ the ~~ability~~preliminary allocation of the ~~Company~~purchase toprice ~~obtain~~of ~~tax~~Blockgration ~~deductions~~Global inCorp., ~~future~~and ~~periods~~its ~~from deferred income tax assets.~~subsidiaries:

F-12

Consideration
Common shares/warrants		7,255,849
Contingent shares/warrants (recorded as contingent liability)		11,644,471
Total consideration	$	18,900,320

Net assets acquired
Cash and cash equivalents	$	52,795
Accounts receivable		220,213
Inventory		5,838
Right-of-use asset		39,922
Other assets		53,083
Property and equipment		17,674
Goodwill		16,711,559
Intangible assets		4,385,000
Accounts payable and accrued liabilities		(516,788	)
Note and debt payable		(263,639	)
Other liabilities		(76,658	)
Non-controlling interest		(1,728,679	)
Total net assets acquired	$	18,900,320

~~ZOOMPASS~~The assessment ~~HOLDINGS~~of fair value is preliminary and is based on information that was available to management at the time the unaudited condensed consolidated financial statements were prepared. Measurement period adjustments will be recorded in the period in which they are determined, ~~INC~~as if they had been completed at the acquisition date. Goodwill has been provided in the transaction based on estimates of future earnings of Blockgration Global Corp. and its subsidiaries, including anticipated synergies associated with the positioning of the combined company.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-14

~~(Unaudited,~~ZOOMPASS ~~Expressed in US dollars)~~HOLDINGS, INC.

~~NOTE~~NOTES ~~2 —~~TO ~~SIGNIFICANT~~THE INTERIM ~~ACCOUNTING~~CONDENSED ~~POLICIES~~CONSOLIDATED ~~AND~~FINANCIAL ~~RECENT ACCOUNTING PRONOUNCEMENTS (Continued)~~STATEMENTS

~~Share-based~~(Unaudited, ~~payment expense: The~~Expressed ~~calculation of share-based payment expense requires management to use significant judgment~~ in ~~determining~~US ~~the fair value of share-based payment expense. Additionally, the management is required to make certain assumptions in arriving at the fair value of share-based payment expense.~~dollars)

~~Derivative financial instruments: The~~NOTE ~~Company~~4 ~~does~~– ~~not~~PROPERTY ~~use~~AND ~~derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.~~EQUIPMENT

The Company reviews the terms of equity instruments and other financing arrangements, if any, to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.

Cost	Office equipment

Balance at December 31, 2019	$	—
Additions on acquisition (note 3)		26,773
Foreign exchange		98
Balance at June 30, 2020 (unaudited)	$	26,871

Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received an immediate charge to income is recognized in order to initially record the derivative instrument liabilities at their fair value.

Accumulated depreciation	Office equipment
Balance at December 31, 2019	$	—
Additions (note 3)		9,099
Depreciation for the period		983
Balance at June 30, 2020 (unaudited)	$	10,082

Balance at December 31, 2019	$	—
Balance at June 30, 2020 (unaudited)	$	16,789

~~The classification of derivative instruments,~~NOTE ~~including~~5 ~~whether~~– ~~such~~INTANGIBLE ~~instruments should be recorded as liabilities or as equity~~ASSETS, isGOODWILL ~~reassessed~~AND at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.IMPAIRMENT

NEWLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


Cost			Intellectual		Customer
	Tradenames		Property		base		Total
Balance at December 31, 2019	$	—	$	—	$	—	$	—
Additions (note 3)		418,000		768,000		3,199,000		4,385,000
Foreign exchange		—		-		11,012		11,012
Balance at June 30, 2020	$	418,000	$	768,000	$	3,210,012	$	4,396,012

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact this guidance may have on the condensed consolidated financial statements and related disclosures.


Accumulated Amortization			Intellectual		Customer
	Tradename		Property		base		Total

Balance at December 31, 2019	$	—	$	—	$	—	$	—
Additions on acquisition (note 3)		—		-
Amortization		4,354		6,400		53,317		64,071
Foreign exchange		—		—		—		—
Balance at June 30, 2020	$	4,354	$	6,400	$	53,317	$	64,071

Balance at December 31, 2019	$	—	$	—	$	—	$	—
Balance at June 30, 2020	$	413,646	$	761,600	$	3,156,695	$	4,331,941

~~On January 1, 2019, the Company adopted Accounting~~The ~~Standards~~fair ~~Codification~~value Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of~~-use~~ ~~assets and corresponding lease liabilities on~~ the ~~balance~~above ~~sheet~~intangible ~~for~~assets most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is ~~the~~provincial ~~lessee~~pending inreceipt ~~a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-~~of~~-use~~ ~~asset, lease obligation, current, and lease obligation, long-term in~~ the ~~condensed~~final ~~consolidated~~independent ~~balance~~valuations ~~sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset~~ for ~~the lease term and lease obligations represent the Company’s obligations~~these ~~to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date~~assets. Leases with a lease term of 12 months or less at inception are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term in our condensed consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As our current operating lease of office space, at the commencement, has a term of less than 12 months, the Company elects not to apply the recognition requirements of ASC 842 to the short-term lease, instead lease payments are recognized in statement of operations on a straight-line basis over the lease term.

F-1315

ZOOMPASS HOLDINGS, INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Expressed in US dollars)

NOTE 5 3– —INTANGIBLE ASSETS, ~~HELD~~GOODWILL ~~FOR SALE~~ AND ~~DISCONTINUED~~IMPAIRMENT ~~OPERATIONS~~(continued)

On March 6, 2018, the Company entered into an asset purchase agreement to sell the prepaid card business for total consideration of C$400,000, comprised of C$200,000 upon closing, C$100,000 12 months from the date of closing and the equivalent of C$100,000 in shares. A former Director and Chief Executive Officer was related to an officer of the acquirer of the prepaid card business. The transaction was approved by the Board of Directors. The Company has determined that the prepaid card business represents a component and is a reportable segment of the Company. The transaction completed in March 2018. As of March 31, 2018, the Company received C$200,000 ($152,871).

Goodwill	Total
		$
Balance at December 31, 2019		—
Acquisition (note 3)		16,711,559
Impairment in 2020		(13,243,071)
Foreign exchange		(4,330)
Balance at June 30, 2020 (unaudited)		3,464,158

~~During the first fiscal quarter of 2018, the~~NOTE ~~Company~~6 ~~implemented~~– aOPERTAING ~~plan~~RIGHT-OF-USE toASSETS ~~abandon~~AND ~~the~~LEASE mobility solution operation. The Company has determined that the mobility solution operation represents a component and a reportable segment of the Company. According to the plan of abandonment, the Company gradually ceased accepting any new business during first quarter of 2018 and settled all the remaining orders and obligations from mobility solution by end of March 2018.OBLIGATIONS

The ~~Company determined that the disposal of~~ ~~prepaid~~right-of-use ~~card~~asset ~~business~~consist ~~and abandonment~~ of ~~mobility~~the ~~solution~~operating ~~operations~~lease ~~represent~~for ~~a strategical shift of~~ the ~~company’~~Company's ~~business operations.~~office ~~The~~facility ~~prepaid~~in ~~card~~Toronto ~~operation~~ and ~~mobility~~office ~~solution~~lease ~~operation~~facility ~~were~~for ~~part~~ one of the ~~company~~Company’s ~~plan~~subsidiary ofare ~~disposal~~amortized ~~and~~over ~~both met~~ the ~~held-for-sale~~remaining ~~criteria~~term ~~within a short period~~ of ~~time, therefor,~~ the ~~two~~lease ~~operations~~of ~~were~~33 ~~accounted for, presented~~ and ~~disclosed as~~36 ~~discontinued operations for year ended December 31~~months, ~~2018 and 2019~~respectively.

OnThe Company ~~January~~adopted 1,ASC ~~2020,~~842 – Leases using the modified retrospective cumulative catch-up approach. Under this approach, the Company ~~has~~did ~~determined~~not restate its comparative amounts and recognized a right-of-use asset equal to the present value of future lease ~~that~~payments. ~~there~~The Company elected to apply the practical expedient to only transition contracts which were nopreviously ~~further~~identified ~~involvements~~as leases inand ~~those~~elected ~~discontinued~~to ~~operations~~not recognize right-of-use assets and lease obligation for leases of low value assets.

F-14

ASC 842 – right-of-use asset recognition	$	240,809
		$
Balance at June 1, 2020 (see note 3)		39,922
Additions		175,214
Amortization		(14,912	)
Foreign exchange		510
Balance at June 30, 2020 (unaudited)		200,734

ZOOMPASS HOLDINGS, INC.

Lease obligation
	$
Balance at June 1, 2020	40,303
Additions	175,214
Repayment of interest accretion	(9,574	)
Foreign exchange	399
Balance at June 30, 2020 (unaudited)	206,342

Current portion of operating lease obligation	59,501
Noncurrent portion of operating lease obligation	146,841

~~NOTES~~The operating TOlease ~~THE~~expense ~~CONDENSED~~was ~~CONSOLIDATED~~$19,005 ~~FINANCIAL STATEMENTS~~for the quarter ended June 30, 2020 ($Nil – June 30, 2019) and included in rent expense.

~~(Unaudited~~At the commencement date of the lease, ~~Expressed~~the inlease USliability ~~dollars)~~was measured at the present value of the lease payments that were not paid at that date. The lease payments are discounted using an interest rate of 10.8% for the Company and 17% for the Company’s subsidiary, which is the estimated incremental borrowing rate.

~~NOTE 4 – ACQUISITIONS OF BUSINESS~~F-16

OnZOOMPASS ~~October 16~~HOLDINGS, ~~2018, the Company entered into~~ ~~an agreement with Virtublock Global Corp (VGC), a corporation incorporated in Ontario Canada, to acquire assets and intellectual property of VGC~~INC. ~~Based on an examination of the net assets acquired, the acquisition of the net assets was determined to be a business as defined under ASC 805.~~

~~Pursuant~~NOTES toTO ~~the agreement, the Company issued~~THE ~~44,911,724~~INTERIM ~~shares~~CONDENSED ofCONSOLIDATED ~~its~~FINANCIAL common stock to VGC as purchase consideration. The fair value of the shares issued was determined to be $3,458,203 based on the market value of the common stock as the date of issuance. The following table sets forth the allocation of the purchase consideration to the fair value of the net assets acquired. The acquired goodwill is primarily related to the value attributed to a company that is expected to experience accelerated growth. STATEMENTS

~~The~~(Unaudited, ~~Company assessed the goodwill and intangible~~Expressed ~~assets~~in ~~assigned~~US ~~as a result of the acquisition for impairment and considered them impaired.~~dollars)

~~Management tested goodwill and intangibles~~NOTE ~~for~~7 ~~impairment~~– ~~and~~NOTES determined them to be impaired. The main cause of the impairment was Company’s inability to secure the required financing and customer contracts in order to operationalize the new acquisition of VirtuBlock Global, Inc. As a result, the carrying amounts of intangibles and goodwill could not be supported.PAYABLE

~~Impairment~~In July 2018, the Company’s subsidiary BGC obtained loan of ~~Goodwill~~$36,650 (C$50,000) from an unrelated third party for payment of operating expenses for a term of two years bearing no interest and ~~intangible~~repayable ~~assets:~~on demand. The balance of the loan at June 30, 2020 is $36,690 (December 31, 2019 - $Nil).

~~Management~~In September ~~used~~2019, the ~~Income approach~~Company’s tosubsidiary ~~estimate~~BGC ~~the~~obtained ~~value~~loan of ~~the~~$23,142 ~~Company’s~~(C$30,000) ~~intangible~~from ~~assets~~an ~~based~~unrelated onthird ~~projections~~party ~~(adjusted~~for payment of operating expenses for ~~multiple~~a ~~scenarios~~term of one year bearing no interest and ~~weighted~~ ~~probabilities)~~repayable on demand. The balance of ~~future~~the ~~cash~~loan ~~flows~~at June 30, 2020 was $22,014 (December 31, 2019 - $Nil).

~~Impairment~~In February ~~regarding~~2020 and April 2020, the Company’s subsidiary BGC obtained loan of $60,264 (C$80,000) and $22,014 (C$30,000) from ~~Goodwill~~a shareholder for payment of operating expenses for a term of one year bearing no interest and repayable on demand. The balance of the loans at June 30, 2020 was $80,718 (December 31, 2019 - $Nil).

~~The fair value of the~~NOTE ~~business~~8– ~~unit~~LONG ~~based~~TERM ~~on the discounted cash flow analysis and net asset valuations of the reporting unit do not exceed the carrying amount, therefore goodwill was considered impaired.~~DEBT

~~Impairment regarding~~At ~~Intangibles~~June 30, 2020, long term debt consisted of the following:

~~The~~a) ~~undiscounted~~On ~~(pre-tax)~~November ~~cash~~30, ~~flows~~2019, a subsidiary of the ~~reporting~~ ~~unit~~Company ~~using~~obtained ~~projections~~an dounsecured ~~not~~loan ~~exceed~~from ~~its’s~~Tata ~~carrying~~Capital ~~value~~in the amount of $26,677 ~~and~~(Indian ~~therefore~~Rupees ~~intangibles~~2,015,000) ~~were~~repayable ~~considered~~over ~~impaired~~a period of 40 months at interest rate of 17.99%. The balance of the loan at June 30, 2020 was $27,219.

Consideration
Common shares issued	$	3,458,203
Net assets acquired
Customer base	$	—
Trade name – Virtublock (note 5)		6,600
Intellectual property / Technology (note 5)		11,200
Non-compete agreements		—
Goodwill (note 5)		3,440,403
Total net assets acquired	$	3,458,203
Impairment at December 31, 2018 (note 5)		(3,458,203	)
		—

On January 30, 2020, a subsidiary of the Company obtained an unsecured loan from ICICI Bank in the amount of $33,098 (Indian Rupees 2,500,000) repayable over a period of 40 months at interest rate of 17%. The balance of the loan at June 30, 2020 was $32,406.

~~F-15~~c) On January 30, 2020, a subsidiary of the Company obtained an unsecured loan from IDFC First Bank Limited in the amount of $33,760 (Indian Rupees 2,550,000) repayable over a period of 36 months at interest rate of 17%. The balance of the loan at June 30, 2020 was $34,458.

~~ZOOMPASS~~d) ~~HOLDINGS~~During the period ended June 30, ~~INC~~2020, a subsidiary of the Company received Canada Emergency Business Account loan for COVID-19 relief amounting to $29,351 (C$ 40,000), unsecured and non-interest bearing, repayable by December 31, 2022.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Total long term debt	$	123,434
Less: current portion		(17,330	)
Long term debt, net of current portion	$	106,104

~~(Unaudited,~~The ~~Expressed~~future incommitments USfor ~~dollars)~~long term debt are as follows:

NOTE 5 – INTANGIBLE ASSETS, GOODWILL AND IMPAIRMENT


Year ended
	2020	$	17,330
	2021		40,209
	2022		64,772
	2023		1,123
	Total	$	123,434

	Trademark/			Technology
Cost	Trade name			platform/ IP			Total
Balance at December 31, 2019	$	6,600		$	11,200		$	17,800
Additions		—			—			—
Disposal		—			—			—
Foreign exchange		—			—			—
Balance at March 31, 2020 (unaudited)	$	6,600		$	11,200		$	17,800
		Trademark/			Technology
Accumulated Amortization		Trade name			platform/ IP			Total
Balance at December 31, 2019	$	—		$	—		$	—
Amortization		—			—			—
Disposal		—			—			—
Foreign exchange		—			—			—
Balance at March 31, 2020 (unaudited)	$	—		$	—		$	—
Balance at December 31, 2019 before impairment	$	6,600		$	11,200		$	17,800
Impairment in 2018 (note 4)		(6,600	)		(11,200	)		(17,800	)
Balance at December 31, 2019 (audited)	$	—		$	—		$	—
Balance at March 31, 2020 (unaudited)	$	—		$	—		$	—

NOTE 9– RELATED PARTY TRANSACTIONS AND BALANCES

Goodwill	Total
		$
Balance at January 1, 2019		3,440,403
Acquisition (note 4)		—
Impairment in 2018		(3,440,403	)
Foreign exchange		—
Balance at December 31, 2019		—
Acquisition		—
Foreign exchange		—
Balance at March 31, 2020 (unaudited)		—

The balances of due to and due from related party corporations at June 30, 2020 represent advances and payment from/to related party corporations which is non-interest bearing, non-secured and due on demand. The amount of $100,201 that is recorded as due to related parties at December 31, 2019 are eliminated upon consolidation.

FThe amounts due from related company at June 30, 2020 of $58,371 (December 31, 2019 -16 $Nil) is comprised of $50,290 (December 31, 2019 - $Nil) representing the net amounts transferred during the period and due from related companies. A former officer of the Company was Chief Executive Officer of the related companies. It also includes an amount of advance of $8,081 (December 31, 2019 - $Nil) to a shareholder of the Company. These amounts were made to provide working capital and are due on demand and have no set repayment terms.

~~ZOOMPASS~~The due ~~HOLDINGS~~to related parties at June 30, ~~INC~~2020 of $107,435 (December 31, 2019 - $100,201) is comprised of $76,939 (December 31, 2019 - $Nil) representing amount due to the company under significant influence of a shareholder of the Company. It also includes an amount of $30,496 (December 31, 2019 - $Nil) paid to shareholders of the Company. These amounts were made to provide working capital and are due on demand and have no set repayment terms.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-17

~~(Unaudited,~~ZOOMPASS ~~Expressed in US dollars)~~HOLDINGS, INC.

~~NOTE 6~~NOTES –TO ~~FINANCIAL INSTRUMENTS~~THE ~~AND~~INTERIM ~~RISK~~CONDENSED ~~MANAGEMENT~~CONSOLIDATED FINANCIAL STATEMENTS

~~The Company has exposure to liquidity risk and foreign currency risk. The Company's risk management objective is to preserve and redeploy the existing treasury as appropriate~~(Unaudited, ~~ultimately~~ ~~to protect shareholder value. Risk management strategies, as discussed below, are designed and implemented to~~Expressed ~~ensure~~in ~~the~~US ~~Company's risks and the related exposure are consistent with the business objectives and risk tolerance.~~dollars)

~~The Governments of Canada~~NOTE ~~and~~9– ~~the~~RELATED ~~United~~PARTY ~~States,~~TRANSACTIONS asAND ~~well~~BALANCES as other foreign governments instituted emergency measures as a result of the COVID-19 virus outbreak. The virus has had a major impact on North America and international securities, currency markets and consumer activity which may impact the Company's financial position, its results of future operations and its future cash flows significantly. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of future operations, financial position, and liquidity for the period ended March 31, 2020.(continued)

~~Liquidity Risk: Liquidity risk is the~~The ~~risk~~total ~~that~~amount ~~the~~owing ~~Company will not be able~~ to ~~meet~~the ~~its~~former ~~financial~~directors ~~obligations~~and asofficers ~~they~~of ~~come~~the ~~due. The~~ Company ~~manages~~and ~~its~~corporations ~~liquidity~~ controlled by ~~ensuring~~the ~~that~~former ~~there~~directors ~~is sufficient capital to meet short~~ and ~~long-term business requirements~~ officers, ~~after~~in ~~taking~~relation ~~into~~to ~~account~~the ~~cash requirements~~services ~~from~~they ~~operations~~provided ~~and~~to the Company's ~~holdings~~in oftheir ~~cash~~capacity ~~and~~as ~~cash~~Officers ~~equivalents.~~and ~~The~~service ~~Company~~provider ~~also~~at ~~strives to maintain sufficient~~June ~~financial~~30, ~~liquidity~~2020 atwas ~~all~~$54,436 ~~times~~(December in31, ~~order~~2019 to- ~~participate~~$319,969) inwhich ~~investment~~includes ~~opportunities~~expense asreimbursements. ~~they~~This ~~arise,~~amount asis ~~well~~reflected asin ~~to withstand sudden~~accounts ~~adverse~~payable ~~changes~~and inis ~~economic~~further ~~circumstances~~described below.

~~Management~~a) ~~forecasts~~As ~~cash~~at ~~flows~~June ~~for~~30, ~~its~~2020, ~~current and~~the ~~subsequent~~Company ~~fiscal~~had ~~years~~an amount owing to ~~predict~~an ~~future~~entity ~~financing~~owned ~~requirements. Future~~and ~~requirements~~controlled ~~may~~by bethe ~~met~~former ~~through~~Chief aExecutive ~~combination~~ Officer of ~~credit~~the ~~and~~Company ~~access~~of to$Nil ~~capital~~(December ~~markets~~31, 2019 - $265,533). The ~~Company's~~amount ~~cash~~owing ~~requirements~~relates ~~are~~to ~~dependent~~services onprovided by the ~~level~~former ofChief ~~operating~~Executive ~~activity, a~~Officer ~~large~~and ~~portion~~expense ofreimbursements. ~~which~~During isthe ~~discretionary. Should~~six ~~management~~months ~~decide~~period toended ~~increase~~June ~~its~~30, ~~operating~~2020, ~~activity~~the Company issued 3,319,162 ~~more~~shares ~~funds~~of ~~than~~the ~~what is~~common ~~currently~~stock into ~~place~~settle ~~would~~a bedebt ~~required~~owed by the company in amount $265,533. It isThe ~~not~~$265,533 ~~possible~~debt was owed to ~~predict~~a ~~whether~~corporation ~~financing~~controlled ~~efforts~~by ~~will~~a beformer ~~successful~~Chief orExecutive ~~sufficient in~~Officer of the ~~future~~company. At ~~March~~The 31fair value of these shares, ~~2020~~in amount of 232,342, was determined by using the ~~Company~~market ~~had~~price ~~$4,579~~of inthe ~~cash~~common ~~and~~stock ~~cash~~as ~~equivalents~~at ~~(December~~the ~~31,~~date ~~2019~~of -issuance. The Company recognized a Gain on settlement of debt in amount of $2133,~~477~~191 in statement of operations. (Note 10).

~~Currency~~b) ~~risk:~~As ~~The~~at ~~Company's~~June ~~expenditures are~~30, ~~incurred~~2020, ~~in Canadian and US dollars. The results of~~ the Company's ~~operations~~had ~~are~~an ~~subject~~amount owing to ~~currency~~an ~~translation~~entity ~~risk. The~~owned ~~Company~~and ~~mitigates~~controlled ~~foreign~~by ~~exchange~~the ~~risk~~former ~~through~~Secretary ~~forecasting~~of ~~its~~the ~~foreign~~Company ~~currency denominated expenditures and maintaining an appropriate balance~~ of ~~cash~~$54,436 in(December ~~each~~31, ~~currency~~2019 to- ~~meet the expenditures~~$54,436). As ~~the~~The ~~Company's~~amount ~~reporting~~owing ~~currency~~relates isto ~~the~~services USprovided ~~dollar, fluctuations~~by ~~in US dollar will affect~~ the ~~results~~then ofSecretary ~~the~~and ~~Company~~expense reimbursements.

~~Credit~~During the ~~risk: Credit~~period ~~risk~~ending isJune ~~the risk~~30, of2020, ~~loss~~$307,601 ~~associated~~(Issuance ~~with~~of ashares ~~counterparty's~~for ~~inability~~service to– ~~fulfill~~250,000, ~~its~~stock ~~payment~~options ~~obligations.~~expenses As- ~~at March 31~~$57,601) ~~2020, the Company's~~was ~~credit~~recognized ~~risk~~for isshare-based ~~primarily~~payments ~~attributable~~expense to ~~cash~~directors and ~~cash~~officers ~~equivalents.~~of Atthe ~~March~~Company. ~~31,~~No ~~2020,~~expense ~~the~~for ~~Company's~~share-based ~~cash~~payments to directors and ~~cash~~officers ~~equivalents were~~was ~~held~~recognized ~~with~~during ~~reputable~~the ~~Canadian~~period ~~chartered~~ending ~~banks~~June 30, 2019.

~~Interest~~As at ~~rate~~June ~~risk: Interest~~30, ~~rate risk~~2020, is the ~~risk~~Company ~~borne~~had by an ~~interest-bearing~~amount ~~asset~~owing orto ~~liability~~the asChief aExecutive ~~result~~Officer offor ~~fluctuations~~$29,352 in(December ~~interest~~31, ~~rates. Financial assets~~2019 ~~and~~- ~~financial~~$Nil), ~~liabilities~~included in ~~with~~Accounts ~~variable~~payable ~~interest~~and ~~rates~~accrued ~~expose~~liabilities. ~~the~~The ~~Company~~amount toowing ~~cash~~relates ~~flow~~to ~~interest~~services ~~rate~~provided ~~risk. The~~and ~~Company's does~~is ~~not~~recorded ~~have~~as ~~significant~~consulting ~~interest rate risk~~expenses.

~~Fair~~As at ~~values: The~~June ~~carrying~~30, ~~amounts reported~~2020, in the ~~unaudited~~Company ~~interim~~had ~~condensed~~an ~~consolidated~~amount ~~balance~~owing ~~sheets~~to ~~for~~the ~~cash~~Chief ~~and~~Financial ~~cash~~Officer ~~equivalents~~for $6,865 ~~accounts~~(December ~~receivables~~31, ~~accounts~~2019 - $Nil), included in Accounts payable and accrued liabilities. ~~and~~The ~~promissory~~amount ~~note~~owing ~~approximate~~relates ~~fair~~to ~~value~~services ~~because~~provided ofand ~~the~~is ~~short~~recorded ~~period~~as ofconsulting ~~time between the origination of such instruments and their expected realization~~expenses.

~~F-17~~NOTE 10 – COMMON STOCK AND WARRANTS

~~ZOOMPASS HOLDINGS, INC.~~Common Stock

~~NOTES~~The Company TOis ~~THE~~authorized ~~CONDENSED~~to ~~CONSOLIDATED~~issue ~~FINANCIAL STATEMENTS~~500,000,000 common stock with a par value of $0.0001.

~~(Unaudited,~~Shares ~~Expressed~~issued inon USprivate ~~dollars)~~placement:

~~NOTE 7~~In January –2020, ~~COMMON~~the ~~STOCK~~Company ~~AND~~issued ~~SHARES~~757,575 TOnon-registered BEshares ~~ISSUED~~of the Company's common stock. The net proceeds in amount of $34,091 was received in December 31, 2019.

~~Common~~In January ~~Stock~~2020, the Company completed a private placement for the sale of non-registered shares of the Company's common stock. As a result of the private placement 3,030,300 non-registered shares of the Company's common stock was issued for gross proceeds of $136,584.

~~The~~In March 2020, the Company iscompleted ~~authorized~~a toprivate ~~issue~~placement ~~500~~for the sale of non-registered shares of the Company's common stock. As a result of the private placement 300,000~~,000~~ non-registered shares of the Company's common stock ~~with~~was aissued ~~par~~in ~~value~~April 2020 for gross proceeds of $015,000.~~0001.~~

In June ~~January~~ 2020, the Company issued ~~757~~total of 551,~~575~~394 non-registered shares of ~~the Company's~~ common stock. ~~The~~for net proceeds in the amount of $34137,~~091 was received in December 31, 2019~~002.

~~In January 2020, the Company completed a private placement for the sale of non~~F-~~registered shares of the Company's common stock. As a result of the private placement 3,030,300 non-registered shares of the Company's common stock was issued for gross proceeds of $136,584.~~18

InZOOMPASS ~~January 2020~~HOLDINGS, ~~the~~ ~~Company issued 3,319,162 shares of the common stock to settle a debt owed by the company in amount $265,533~~INC. The $265,533 debt was owed to a corporation controlled by a former Chief Executive Officer of the company (note 9). The fair value of these shares, in amount of 232,342, was determined by using the market price of the common stock as at the date of issuance. The Company recognized a Gain on settlement of debt in amount of $33,191 in statement of operations.

OnNOTES ~~February~~TO ~~27, 2020,~~THE ~~the~~INTERIM ~~Company~~CONDENSED ~~cancelled~~CONSOLIDATED ~~44,911,724~~FINANCIAL shares of the common stock which were issued in connection with the asset purchase agreement dated October 17, 2018 with VGC. (note 1). Pursuant to a General Release agreement dated November 29, 2019, the asset purchase agreement dated October 17, 2018 with VGC was deemed cancelled and each party acknowledged and agreed that no party has or shall have any claim with respect to intellectual property, software or other assets owned by any other party and that no agreements exist or remain unsatisfied with respect to the transfer of any asset from a releasing party to any other party, and Virtublock Global Corp. assigned and tendered the 44,911,724 shares of common stock of the Company to the Company for cancellation. Accordingly, $4,491 was transferred from common stock to additional paid in capital with a corresponding reduction in the number of common shares outstanding.STATEMENTS

~~In March 2020~~(Unaudited, ~~the~~Expressed ~~company issued 1,160,000 shares of the common stock to as compensation for services rendered. The fair value of these shares,~~ in ~~amount~~ ofUS ~~$145,000, was determined by using the market price of the common stock as at the date of issuance and charged to statement of operations.~~dollars)

~~During January 2019,~~Common ~~the~~Stock company issued 1,000,000 shares of the common stock to an arm’s length third party as compensation for services rendered. The fair value of these shares, in amount of $177,000, was determined by using the market price of the common stock as at the date of issuance and charged to statement of operations.(continued)

Shares issued toon beconversion ~~issued~~of debt:

OnIn January ~~March 1,~~ 2020, the Company ~~decided~~issued ~~to issue 2~~3,~~000~~319,~~000~~162 shares of the common stock to settle debts owed by the company in the amount $265,533. The $265,533 debt was owed to a corporation ~~owned~~controlled by a former Chief Executive Officer of the ~~Company~~company as(note ~~compensation for services~~9). The fair value of these shares, in amount of ~~$250~~232,~~000~~342, was determined by using the market price of the common stock as at the date of ~~decision~~issuance. The toCompany ~~issue~~recognized ~~and~~a ~~charged~~Gain toon ~~statement~~settlement of ~~operations.~~debt ~~The~~in ~~shares~~amount ~~were~~of ~~subsequently~~$33,191 ~~issued~~ in ~~April 2020.~~statement ~~(note~~of ~~8 and 9)~~operations.

~~In March 2020, the Company completed a private~~Cancellation ~~placement for the sale~~ of ~~non-registered~~ shares of the Company's common stock. As a result of the private placement 300,000 non-registered shares of the Company's common stock would be issued for gross proceeds received in amount of $15,000. The shares were subsequently issued in April 2020. (note 11):

FOn February 27, 2020, the Company cancelled 44,911,724 shares of the common stock which were issued in connection with the asset purchase agreement dated October 17, 2018 with Virtublock Global Corp. (note 1). Pursuant to a General Release agreement dated November 29, 2019, the asset purchase agreement dated October 17, 2018 with Virtublock Global Corp. was deemed cancelled and each party acknowledged and agreed that no party has or shall have any claim with respect to intellectual property, software or other assets owned by any other party and that no agreements exist or remain unsatisfied with respect to the transfer of any asset from a releasing party to any other party, and Virtublock Global Corp. assigned and tendered the 44,911,724 shares of common stock of the Company to the Company for cancellation. As the share cancellation occurred on February 27, 2020, the accounting recognition of this transaction, consisted of a transfer of $4,491 from common stock to additional paid-18in capital and related reduction in the number of common shares outstanding.

~~ZOOMPASS~~Shares issued ~~HOLDINGS,~~for ~~INC.~~services:

~~NOTES~~In March TO2020, ~~THE~~the ~~CONDENSED~~company ~~CONSOLIDATED~~issued ~~FINANCIAL~~1,160,000 shares of the common stock to as compensation for services rendered. The fair value of ~~STATEMENTS~~these shares, in amount of $145,000, was determined by using the market price of the common stock as at the date of issuance and charged to statement of operations.

~~(Unaudited~~In April 2020, ~~Expressed~~the Company issued 2,000,000 shares of the common stock to Chief Executive of the Company as compensation for services. The fair value of these shares, in USamount ~~dollars)~~of $250,000, was determined by using the market price of the common stock as at the date of decision to issue and charged to statement of operations.

~~NOTE~~Shares issued 8in –year ~~SHARE-BASED~~2019: ~~PAYMENTS~~

On January 1520, ~~2020~~2019 and April 20, 2019, the ~~Company~~company issued 31,000,000 ~~common~~ ~~stock~~and ~~purchase options at an exercise price of $0.10 to directors~~500,000 ~~officers~~shares ~~and consultants~~ of the ~~Company.~~common 83stock,~~415~~ ofrespectively, ~~these~~to an ~~options~~arm’s ~~vested~~length ~~immediately~~third ~~and~~party ~~are~~as ~~exercisable~~compensation for ~~seven~~services ~~years from the grant date~~rendered. ~~Remaining~~The ~~options~~fair ~~were~~value ~~exercisable~~of ~~for~~these ~~seven years~~shares, ~~from~~in ~~the~~amount ~~grant date at an exercise price~~ of $~~0.10~~177,000 and ~~would vest ratably over a three-year period from the date of grant.~~ ~~The 3~~$50,000 respectively,~~000~~ ~~stock~~was ~~options~~determined ~~were~~by ~~assigned a fair value of $172,168~~ using the ~~Black-Scholes~~market ~~pricing~~price ~~model. The following assumptions were used: Risk free interest rate~~ of –the ~~1.54%;~~common ~~expected~~stock ~~volatility~~as ofat ~~124%;~~the ~~expected~~date ~~dividend yield – nil; expected life~~ of 7issuance ~~years. For three months ended March 31, 2020, 250,077 options vested~~ and ~~the fair value of those vested options, in amount of $14,352, was~~ charged to statement of operations ~~with a credit in additional paid-in capital~~. ~~(note 9)~~

OnIn April ~~March 1~~2019, ~~2020,~~ the Company ~~decided~~received to$15,385 ~~issue 2~~(C$20,000~~,000~~) ~~shares~~subscription offund ~~the~~from ~~common~~an ~~stock~~investor toand ~~Chief~~issued ~~Executive~~181,818 ofnon-registered ~~the Company as compensation for services. The fair value of these~~ shares, ~~in amount~~ of ~~$250,000, was determined by using~~ the ~~market~~Company’s ~~price of the~~ common stock ~~as at the date of decision of issuance and recognized~~ in ~~statement~~July ~~of operations with a credit in shares to be issued~~2019. ~~(note 7 and note 9)~~

OnIn May ~~March 1~~2019, ~~2020,~~ the Company ~~issued~~completed ~~1,160,000 shares~~several ofprivate ~~the~~placements ~~common~~for ~~stock~~the tosale ~~arm’s~~of ~~length~~non-registered ~~third~~shares ~~parties~~of asthe ~~compensation~~Company’s ~~for services rendered~~common stock. ~~The~~As ~~fair~~a ~~value~~result of these ~~shares, in~~private ~~amount~~placements ~~of $145~~1,~~000~~038,461 ~~was~~non-registered ~~determined~~shares ~~by using the market price~~ of the Company’s common stock aswas atissued for ~~the~~proceeds ~~date~~ of ~~issuance.~~$103,846 (~~note 7~~C$135,000).

~~On March 11, 2020, the Company granted 2,000,000~~Shares ~~common stock purchase options at an exercise price of $0.10~~ to ~~two~~be directors of the Company. 55,610 of these options vested immediately and are exercisable for seven years from the grant date. Remaining options were exercisable for seven years from the grant date at an exercise price of $0.10 and would vest ratably over a three-year period from the date of grant. The 2,000,000 stock options were assigned a fair value of $260,195 using the Black-Scholes pricing model. The following assumptions were used: Risk free interest rate of – 0.57%; expected volatility of 130%; expected dividend yield – nil; expected life of 7 years. For three months ended March 31, 2020, 55,610 options vested and the fair value of those vested options, in amount of $7,235, was charged to statement of operations with a credit in additional paid-in capital. (note 9)issued

On ~~January 20, 2019, the Company issued 1,000,000~~ ~~shares~~acquisition of the common stock to an arm’s length third party as compensation for services rendered. The fair value of these shares, in amount of $177,000, was determined by using the market price of the common stock as at the date of issuance. (note 7)BGC:

~~The~~On April ~~components~~20, 2020, the Company and its shareholders entered into a Share Exchange Agreement with Blockgration Global Corp. (“BGC”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange 100% of the outstanding equity stock of BGC held by its shareholders for shares of common stock of the Company. Under the terms of the amended agreement, the Company will issue forty one million three hundred and thirteen thousand four hundred and thirty (41,313,430) newly issued shares of the common stock and fifty six million one hundred and eighty six thousand five hundred and sixty (56,186,560) share~~-based~~ ~~payments~~purchase ~~expense~~warrants to the shareholders ~~are~~of ~~detailed~~the inCompany. Each warrant is exercisable into one common share of the ~~table~~Company ~~below~~at an exercise price of $0. 25 within three years of the issue date.

	Date of grant	Contractual life	Number		Exercise price (C$)	Period ended March 31, 2020 ($)	Period ended March 31, 2019 ($)	Share price (C$)	Risk-free rate	Volatility	Dividend yield	Expected life (years)
Share issued for services	January 20, 2019	N/A		1,000,000	N/A	-	177,000	0.177	-	-	-	-
Stock options	January 15, 2020	7 years		3,000,000	0.10	14,352	-	0.07	1.54%	124%	Nil	6.79
Share issued for services	March 1, 2020	N/A		1,160,000	N/A	145,000	-	0.12	-	-	-	-
Share to be issued for services	March 1, 2020	N/A		2,000,000	N/A	250,000	-	0.11	-	-	-	-
Stock options	March 11, 2020	7 years		2,000,000	0.10	7,235	-	0.14	0.57%	130%	Nil	6.95
						$416,587	$177,000

F-19

AsZOOMPASS ~~at March 31~~HOLDINGS, ~~2020, the Company has the following stock options:~~ INC.

Award	Fair Value		Contractual Life (years)		Units		Number of units vested		Weighted Average Exercise Price (C$)
Stock options (January 15, 2020)		172,168		6.67		3,000,000		250,077		0.10
Stock options (March 11, 2020)		260,195		6.95		2,000,000		55,610		0.10
Total		432,363				5,000,000		305,687

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~F-19~~(Unaudited, Expressed in US dollars)

~~ZOOMPASS~~Shares to ~~HOLDINGS,~~be ~~INC.~~issued (continued)

~~NOTES~~The TOshares ~~THE~~to ~~CONDENSED~~be ~~CONSOLIDATED~~issued for ~~FINANCIAL~~this acquisition was calculated using the market price of the shares of the Company on May 31, 2020, the date of closing of ~~STATEMENTS~~the transaction. The value of the contingent consideration common shares and warrants to be issued for this acquisition was calculated using the Black-Scholes pricing model and the projected earnout dates discounted at the cost of equity. The total price was determined to be $18,900,320. The amount of contingent consideration on the date of acquisition was $11,644,471. This was revalued at June 30, 2020 and the change in fair value of $2,989,377 was recorded in the Statement of operations.

~~(Unaudited~~On May 31, ~~Expressed~~2020, incommon shares USof ~~dollars)~~20,656,720 and warrants of 4,682,026 was released. The common shares were assigned a value of $6,197,015 and the warrants $1,058,834, total amounting to $7,255,849 was recorded as shares to be issued.

~~NOTE~~On 9–June ~~RELATED~~30, ~~PARTY~~2020, ~~TRANSACTIONS~~common shares ~~AND~~of ~~BALANCES~~6,885,573 and warrants of 1,560,675 was released based on the revenue targets. The fair value was determined to be $2,923,376 was recorded as shares to be issued.

~~The balances of due to related party~~NOTE ~~corporations~~11 at– ~~March 31, 2020 represent advances from related party corporations which is non~~SHARE-~~interest~~BASED ~~bearing, non-secured and due on demand.~~PAYMENTS

~~The~~On January ~~total~~15, ~~amount~~2020, ~~owing~~the toCompany ~~the~~issued ~~former~~ 3,000,000 common stock purchase options at an exercise price of $0.10 to directors, officers and ~~officers~~consultants of the Company. ~~and~~83,415 ~~corporations~~of ~~controlled~~these byoptions ~~the~~vested ~~former~~immediately ~~directors~~ and ~~officers,~~are inexercisable ~~relation~~for toseven years from the ~~services~~grant ~~they~~date. ~~provided~~Remaining tooptions were exercisable for seven years from the ~~Company~~grant indate ~~their~~at ~~capacity~~an asexercise ~~Officers~~price of $0.10 and ~~service~~would ~~provider~~vest atratably over ~~March~~a 31three-year period from the date of grant. The 3,000,000 ~~2020~~stock ~~was~~options were assigned a fair value of $172,168 using the Black-Scholes pricing model. The following assumptions were used: Risk free interest rate of – 1.54%; expected volatility of 124%; expected dividend yield – nil; expected life of 7 years. For six months ended June 30,~~436~~ ~~(December~~2020, 31500,070 ~~2019~~options vested -and ~~$319,969)~~the ~~which~~fair ~~includes~~value ~~expense~~of ~~reimbursements.~~those ~~This~~vested options, in amount isof ~~reflected~~$28,685, inwas ~~accounts~~charged ~~payable~~to ~~and~~statement isof ~~further~~operations ~~described~~with ~~below:~~a credit in additional paid-in capital. (Note 9)

~~As at~~ On March 311, 2020, the Company ~~had an~~decided ~~amount~~to ~~owing~~issue 2,000,000 shares of the common stock to Chief Executive ~~Officer~~ of the Company as compensation for services. The fair value of $7these shares,~~083~~ ~~(December~~in 31amount of $250,000, ~~2019~~was -determined ~~$Nil).~~by ~~The~~using ~~amount~~the ~~owing~~market ~~relates~~price toof ~~services~~the common stock ~~provided~~as byat the ~~Chief~~date ~~Executive~~of ~~Officer~~decision of issuance and recognized in statement of operations with a credit in shares to be issued. (Note 9)

~~As at March 31, 2020, the Company had~~On an amount owing to an entity owned and controlled by the former Chief Executive Officer of the Company of $Nil (December 31, 2019 - $265,533). The amount owing relates to services provided by the former Chief Executive Officer and expense reimbursements. During three months period ended March 311, 2020, the Company issued 31,~~319~~160,~~162~~000 shares of the common stock ~~and~~to ~~settled~~arm’s ~~the~~length ~~owing~~third ~~owed~~parties byas compensation for ~~the~~services ~~Company~~rendered. The fair value of these shares, in amount of ~~232~~$145,~~342~~000, was determined by using the market price of the common ~~stock~~ stock as at the date of issuance. ~~The Company recognized a Gain on settlement of debt in amount of $33,191 in statement of operations. (note 7).~~

~~As at~~ On March 3111, 2020, the Company ~~had~~ granted 2,000,000 common stock purchase options at an ~~amount~~exercise ~~owing~~price of $0.10 to antwo ~~entity~~directors ~~owned~~of the Company. 55,610 of these options vested immediately and ~~controlled~~are byexercisable for seven years from the ~~former~~grant ~~Secretary~~date. ofRemaining options were exercisable for seven years from the ~~Company~~grant date at an exercise price of $~~54,436~~0.10 ~~(December~~and ~~31,~~would ~~2019~~vest ratably over a three-year period from the date of grant. The 2,000,000 stock options were assigned a fair value of $54260,~~436)~~195 using the Black-Scholes pricing model. The following assumptions were used: Risk free interest rate of – 0.57%; expected volatility of 130%; expected dividend yield – nil; expected life of 7 years. For six months ended June 30, 2020, 222,272 options vested and the fair value of those vested options, in amount ~~owing~~of ~~relates~~$28,916, was charged to ~~services~~statement ~~provided~~of byoperations ~~the~~with ~~former~~a ~~Secretary~~credit ~~and~~in ~~expense~~additional ~~reimbursements~~paid-in capital. (Note 9)

~~During~~On January ~~the~~20, ~~three~~2019, ~~months~~the ~~ended~~Company ~~March 31,~~issued ~~2020~~1, ~~$271~~000,~~587~~000 ~~(Issuance~~shares of ~~shares~~the ~~for~~common ~~service – 250,000,~~ stock ~~options~~to ~~expenses~~an -arm’s ~~$21,587)~~length ~~was~~third ~~recognized~~party ~~for~~as ~~share-based~~compensation ~~payments~~for ~~expense~~services torendered. ~~directors,~~The ~~officers~~fair ~~and~~value ~~related parties~~ of ~~the~~these ~~Company.~~shares, Noin ~~expense~~amount ~~for~~of ~~share~~$177,000, ~~based~~was ~~payments~~determined toby ~~directors~~using ~~and officers~~the ~~was~~market ~~recognized~~price ~~during~~of the common ~~three~~stock ~~months~~as ~~ended~~at ~~March~~the ~~31,~~date ~~2019~~of issuance.

AsOn April at20, ~~March 31~~2019, ~~2020~~the ~~and~~Company ~~December~~issued 31500,000 ~~2019,~~ shares of the ~~amounts~~common ~~owing~~stock to ~~officers~~an arm’s length third party as compensation for services rendered. The fair value of these shares, in amount of $50,000, was determined by using the ~~Company~~market ~~are~~price ~~recorded~~of inthe ~~accounts~~common stock ~~payable~~as ~~and~~at ~~accrued~~the ~~liabilities~~date of issuance.

~~NOTE 10 – COMMITMENTS AND CONTINGENCIES~~F-20

~~Commitment~~ZOOMPASS HOLDINGS, INC.

~~There~~NOTES ~~were~~TO ~~no commitments~~THE asINTERIM ofCONDENSED ~~March~~CONSOLIDATED ~~31,~~FINANCIAL ~~2020 and December 31, 2019.~~STATEMENTS

~~Contingencies~~(Unaudited, Expressed in US dollars)

~~During the year ended December 31, 2017, the~~The ~~Company~~components learned that a class action complaint (the “Class Action Complaint”) had been filed against the Company, its Chief Executive Officer and its Chief Financial Officer in the United States District Court for the District of ~~New~~share-based ~~Jersey. The~~payments ~~Class~~expense ~~Action~~are ~~Complaint~~detailed ~~alleges, inter alia, that defendants violated the federal securities laws by, among other things, failing to disclose that the Company was engaged~~ in ~~an unlawful scheme to promote its stock. The Company has been served with~~ the ~~Class~~ ~~Action~~table ~~Complaint~~below. The Company has analyzed the Class Action Complaint and, based on that analysis, has concluded that it is legally deficient and otherwise without merit. The Company intends to vigorously defend against these claims.

F-20

	Date of grant	Contractual life	Number	Exercise price (C$)		Period ended June 30, 2020 ($)		Period ended June 30, 2019 ($)	Share price (C$)	Risk-free rate		Volatility		Dividend yield	Expected life (years)
Share issued for services	January 20, 2019	N/A	1,000,000	N/A		—		177,000	0.177	—		—		—	—
Stock options for services	April 20, 2019	N/A	500,000	N/A				50,000	0.10	—		—		—	—
Stock options	January 15, 2020	7 years	3,000,000	0.10		28,685		—	0.07	1.54	%	124	%	Nil	6.79
Share issued for services	March 1, 2020	N/A	1,160,000	N/A		145,000		—	0.12	—		—		—	—
Share issued for services	March 1, 2020	N/A	2,000,000	N/A		250,000		—	0.11	—		—		—	—
Stock options	March 11, 2020	7 years	2,000,000	0.10		28,917		—	0.14	0.57	%	130	%	Nil	6.95
					$	452,602	$	227,000

~~ZOOMPASS~~As at ~~HOLDINGS~~June 30, ~~INC.~~2020, the Company has the following stock options and deferred stock units:

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

				Contractual				Number of units		Weighted Average Exercise
Award		Fair Value		Life (years)		Units		vested		Price (C$)
	Options		172,168		6.42		3,000,000		500,070		0.10
	Options		260,195		6.70		2,000,000		222,272		0.10
	Total		432,363				5,000,000		722,342

~~(Unaudited,~~NOTE 12 ~~Expressed~~– inFINANCIAL USINSTRUMENTS ~~dollars)~~AND RISK MANAGEMENT

~~NOTE~~The Company 10has –exposure ~~COMMITMENTS~~to ~~AND~~liquidity ~~CONTINGENCIES~~risk and foreign currency risk. The Company's risk management objective is to preserve and redeploy ~~(Continued)~~the existing treasury as appropriate, ultimately to protect shareholder value. Risk management strategies, as discussed below, are designed and implemented to ensure the Company's risks and the related exposure are consistent with the business objectives and risk tolerance.

~~Also~~Liquidity Risk: ~~during~~Liquidity ~~the~~risk ~~year~~is ~~ended~~the ~~December~~risk ~~31,~~that ~~2017,~~ the Company ~~learned~~will ~~that~~not ~~two~~be ~~derivative~~able ~~complaints~~to ~~(the~~meet ~~“Derivative~~its ~~Complaints”)~~financial onobligations ~~behalf~~as ofthey ~~the~~come due. The Company ~~have~~manages ~~been filed~~its ~~against~~liquidity ~~the~~by ~~Company’s~~ensuring ~~Directors~~that ~~and~~there ~~Chief~~is ~~Executive~~sufficient ~~Officer,~~capital ~~President,~~to ~~Corporate~~meet ~~Secretary,~~short and ~~Chief~~long-term ~~Financial~~business ~~Officer~~requirements, ~~and~~after ~~nominally~~taking ~~against~~into ~~the~~account ~~Company,~~cash inrequirements ~~Nevada~~from ~~state~~operations and ~~federal court. The state court action subsequently was removed to federal court. The Derivative Complaints allege, inter alia, that~~ the Company’'s ~~officers~~holdings ~~and~~of ~~directors~~cash ~~directed~~and ~~the Company~~cash ~~to undertake an unlawful scheme to promote its stock~~equivalents. The Company ~~has been served with the Derivative Complaints.~~ ~~The~~also ~~Company~~strives ~~has~~to ~~analyzed~~maintain ~~them~~sufficient ~~and,~~financial ~~based~~liquidity onat ~~its~~all ~~analysis,~~times ~~has~~in ~~concluded~~order ~~that~~to ~~the~~participate ~~Derivative~~in ~~Complaints~~investment ~~are~~opportunities ~~legally~~as ~~deficient and~~they ~~otherwise~~arise, ~~without~~as ~~merit. The~~well ~~Company~~as ~~intends~~ to ~~vigorously~~withstand ~~defend~~sudden ~~against~~adverse ~~these~~changes ~~claims~~in economic circumstances.

OnManagement ~~August 7, 2018, the United States District~~forecasts ~~Court~~cash flows for ~~the~~its ~~District~~current ofand ~~New~~subsequent ~~Jersey~~fiscal ~~dismissed~~years ~~the~~to ~~Class~~predict ~~Action~~future ~~Complaint~~financing requirements. ~~Additionally,~~ ~~subsequent~~Future torequirements ~~the~~may ~~year~~be ~~end on August~~met ~~21,~~through ~~2018,~~a ~~the~~combination ~~Company~~of ~~was~~credit ~~served~~and ~~with~~access ~~the~~to ~~Second~~capital ~~Amended Complaint in the District of New Jersey~~markets. The Company's ~~filed~~cash arequirements ~~motion to~~are ~~dismiss~~dependent ~~the Second Amended Complaint~~ on ~~September~~the ~~18,~~level ~~2018. On~~of ~~January 23~~operating activity, ~~2019,~~a ~~the~~large ~~United~~portion ~~States District Court for the District~~ of ~~New~~which ~~Jersey~~is ~~dismissed~~discretionary. ~~the~~Should ~~Second~~management ~~Amended~~decide ~~Complaint~~to ~~with~~increase ~~prejudice. Plaintiff~~its ~~filed~~operating aactivity, ~~motion~~more ~~for~~funds ~~reconsideration~~than ofwhat ~~the~~is ~~dismissal~~currently ~~order~~in onplace ~~February~~would 7,be ~~2019~~required. On ~~May~~It ~~14,~~is ~~2019,~~not ~~the~~possible ~~Plaintiff’s motion~~ to ~~reconsider~~predict ~~was~~whether ~~denied.~~financing Onefforts ~~June 27,~~will ~~2019,~~be ~~the~~successful ~~plaintiffs~~or ~~filed~~sufficient in ~~an appeal with United States Court of Appeals for~~ the ~~Third Circuit~~future. OnAt ~~March~~June 1230, 2020, the ~~United States~~Company ~~Court~~had of$72,059 ~~Appeal~~in ~~for~~cash ~~the~~and ~~Third~~cash ~~Circuit~~equivalents ~~dismissed~~(December ~~the~~31, ~~Third~~2019 ~~appeal~~- $21,477).

Currency risk: The Company ~~was~~and ~~also~~its ~~served~~subsidiaries ~~with~~expenditures aare ~~third~~incurred ~~derivative action,~~in ~~which~~Indian ~~was~~Rupees, ~~filed~~Canadian ~~March~~and ~~23,~~US ~~2018,~~dollars. ~~against~~The results of the Company’'s ~~Directors~~operations ~~and~~are ~~Chief~~subject ~~Executive~~to ~~Officer,~~currency ~~President,~~translation ~~and~~risk. ~~Corporate~~The Company mitigates foreign exchange risk through forecasting ~~Secretary,~~its foreign currency denominated expenditures and ~~nominally~~maintaining ~~against~~an ~~the~~appropriate ~~Company,~~balance of cash in ~~Nevada~~each ~~state~~currency ~~court~~to meet the expenditures. ~~Subsequently~~ As the Company's reporting currency is the US dollar, ~~this~~fluctuations ~~case~~in ~~was~~US ~~removed~~dollar towill ~~federal~~affect ~~court~~the results of the Company.

~~NOTE~~Credit risk: 11Credit –risk ~~SUBSEQUENT~~is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. As ~~EVENTS~~at June 30, 2020, the Company's credit risk is primarily attributable to accounts receivable and cash and cash equivalents. At June 30, 2020, the Company's cash and cash equivalents were held with reputable Canadian chartered banks.

The Company’s management has evaluated subsequent events up to May 14, 2020, the date the unaudited interim condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:F-21

InZOOMPASS ~~April 2020~~HOLDINGS, ~~the~~ ~~Company issued 300,000 non-registered shares of the Company's common stock for a private placement completed during three months ended March 31, 2020 (note 7)~~INC.

InNOTES ~~April~~TO ~~2020, the~~THE ~~company~~INTERIM ~~issued~~CONDENSED ~~2,000,000~~CONSOLIDATED ~~shares~~FINANCIAL ~~of the common stock to Chief Executive of the Company as compensation for services. (note 7)~~STATEMENTS

~~On April 20, 2020, the Company entered into a Share Exchange Agreement with Blockgration Global Corp.~~ (~~“BGC”) and the shareholders of BGC. Pursuant to the Share Exchange Agreement~~Unaudited, ~~the Company agreed to exchange 100% of the outstanding equity stock of BGC held~~Expressed byin ~~shareholders~~US ~~of BGC for shares of common stock of the Company. Under the terms of the agreement, the Company will issue fifty million (50,000,000~~dollars) newly issued shares of the common stock and seventy-five million (75,000,000) share purchase warrants to the shareholders of BGC. Each warrant is exercisable into one common share of the Company at an exercise price of $0.25 within three years of the issue date.

~~Under the terms of the agreement, 25,000,0000~~NOTE ~~shares~~12 ~~and~~– ~~6,250,000~~FINANCIAL ~~warrants~~INSTRUMENTS ~~will~~AND beRISK ~~issued~~MANAGEMENT on the closing date. A second tranche of 25,000,0000 shares and 6,250,000 warrants will be issued on the closing date and will be held in escrow. These shares and warrants will be released from escrow between June 30, 2020 and December 31, 2020, upon achieving certain milestones. The remaining 62,500,000 warrants will be issued on the closing date and will be released from escrow within 90 days of the end of fiscal year 2021. The acquiree has the opportunity of earing bonus shares both in 2020 and 2021, subject to achieving targets as laid out in the agreement.(continued)

~~As a result of the~~Interest ~~Share~~rate ~~Exchange~~risk: ~~Agreement,~~Interest ~~BGC~~rate ~~will~~risk ~~become~~is athe ~~wholly~~risk ~~owned~~borne ~~subsidiary~~by ofan ~~the~~interest-bearing ~~Company.~~asset ~~With~~or ~~this~~liability ~~acquisition,~~as ~~the~~a ~~Company~~result ~~will~~of ~~acquire controlling~~fluctuations ~~interest~~ in ~~BGC’s~~interest rates. ~~three~~Financial ~~subsidiaries~~assets ~~in India~~ and ~~one~~financial ~~subsidiary~~liabilities inwith ~~Canada.~~variable ~~BGC~~interest ~~and~~rates ~~its~~expose ~~subsidiaries~~the ~~are~~Company ~~engaged in~~to ~~the~~cash ~~business~~flow ofinterest ~~digital~~rate ~~wallet~~risk. The ~~deployments,~~Company's ~~prepaid~~does ~~card~~not ~~platform,~~have ~~blockchain~~significant ~~and~~interest ~~mobile~~rate ~~apps development~~risk.

~~Impact~~Fair values: The carrying amounts reported in the unaudited interim condensed consolidated balance sheet for cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities and notes payable approximate fair value because of ~~COVID-19:~~the short period of time between the origination of such instruments and their expected realization.

~~The unprecedented and rapid spread of COVID-19~~NOTE ~~and~~13 ~~the~~– ~~measures~~COMMITMENTS ~~implemented~~AND to contain it have created a significant amount of economic volatility around the globe. The Company has taken steps to ensure the health and safety of our employees and continued service to our customers and partners, while at the same time seeking to mitigate the impact of the pandemic on our financial condition and results of operations. While the duration and extent of the impact from the COVID19 pandemic depends on future developments that cannot be accurately predicted at this time and the ultimate business and economic impact remains unknown, the conditions caused by this pandemic could adversely affect demand for our products and services, all of which could adversely affect our business, results of operations and financial condition.CONTINGENCIES

~~F-21~~Commitment

~~ITEM~~There were 2.no ~~MANAGEMENT'S~~commitments ~~DISCUSSION~~as ~~AND~~of ~~ANALYSIS~~June OR30, ~~PLAN~~2020 OFand ~~OPERATION~~December 31, 2019.

~~Forward-looking Statements~~Contingencies

~~This~~a) ~~Quarterly~~During ~~Report~~the onyear ~~Form~~ended ~~10-Q~~December ~~contains statements reflecting assumptions~~31, ~~expectations~~2017, ~~projections,~~the ~~intentions~~Company orlearned ~~beliefs about future events~~ that ~~are~~a ~~intended~~class asaction ~~"forward-looking statements"~~complaint ~~within~~ (the ~~meaning~~“Class ofAction ~~the~~Complaint”) ~~Private~~had ~~Securities~~been ~~Litigation~~filed ~~Reform~~against ~~Act~~the ~~of 1995. All statements included or incorporated by reference in this Quarterly Report on Form 10-Q~~Company, ~~other~~its ~~than~~Chief ~~statements~~Executive ofOfficer ~~historical~~and ~~fact,~~its ~~that~~Chief ~~address~~Financial ~~activities,~~Officer ~~events~~in ~~or developments that~~ the ~~Company~~United ~~expects,~~States ~~believes~~District orCourt ~~anticipates~~for ~~will or may occur in~~ the ~~future~~District ~~are~~of ~~forward-looking~~New ~~statements~~Jersey. ~~These~~ ~~statements~~The ~~appear~~Class inAction aComplaint ~~number~~alleges, ofinter ~~places~~alia, ~~including,~~that ~~but~~defendants ~~not~~violated ~~limited to in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements represent our reasonable judgment of~~ the ~~future~~federal ~~based on~~securities ~~various~~laws ~~factors and using numerous assumptions and are subject to known and unknown risks~~by, ~~uncertainties~~among ~~and~~ other ~~factors~~things, ~~including~~ ~~the~~failing ~~impact~~to ofdisclose ~~the coronavirus (COVID-19) pandemic on our business,~~ that ~~could~~the ~~cause~~Company ~~our~~was ~~actual~~engaged ~~results~~in ~~and~~an ~~financial position~~unlawful scheme to ~~differ~~promote ~~materially~~its ~~from those contemplated by the statements~~stock. ~~You~~The ~~can~~Company ~~identify~~has ~~these~~been ~~statements~~served bywith the ~~fact~~Class ~~that~~Action ~~they do~~Complaint. ~~not~~The ~~relate~~Company ~~strictly~~has toanalyzed ~~historical~~the orClass ~~current~~Action ~~facts,~~Complaint and, ~~use~~based ~~words~~on ~~such~~that ~~as "anticipate~~analysis," ~~"believe,"~~has ~~"estimate," "expect,"~~concluded ~~"forecast,"~~that ~~"may,"~~it ~~"will",~~is ~~"should,"~~legally ~~"plan,"~~deficient ~~"project"~~ and ~~other~~otherwise ~~words~~without ~~of similar meaning~~merit. InThe ~~particular,~~Company ~~these~~intends ~~include, but are not limited~~ to, ~~statements~~vigorously ~~relating~~defend toagainst ~~the~~these ~~following:~~claims.

·On August ~~Projected~~7, ~~operating~~2018, orthe ~~financial~~United ~~results~~States District Court for the District of New Jersey dismissed the Class Action Complaint. Additionally, subsequent ~~including~~to ~~anticipated~~the ~~cash~~year ~~flows~~end ~~used~~on August 21, 2018, the Company was served with the Second Amended Complaint in ~~operations~~the District of New Jersey. The Company filed a motion to dismiss the Second Amended Complaint on September 18, 2018. On January 23, 2019, the United States District Court for the District of New Jersey dismissed the Second Amended Complaint with prejudice. Plaintiff filed a motion for reconsideration of the dismissal order on February 7, 2019. On May 14, 2019, the Plaintiff’s motion to reconsider was denied. On June 10, 2019, the plaintiffs filed an appeal with United States Court of Appeals for the Third Circuit. As of May 27, 2020, the Class Action Complaints, including applicable appeals, have been settled or dismissed by the parties and the applicable courts.

·b) ~~Expectations~~Also ~~regarding~~during ~~capital~~the ~~expenditures;~~year ended December 31, 2017, the Company learned that two derivative complaints (the “Derivative Complaints”) on behalf of the Company have been filed against the Company’s Directors and Chief Executive Officer, President, Corporate Secretary, and Chief Financial Officer, and nominally against the Company, in Nevada state and federal court. The state court action subsequently was removed to federal court. The Derivative Complaints allege, inter alia, that the Company’s officers and directors directed the Company to undertake an unlawful scheme to promote its stock. The Company has been served with the Derivative Complaints. The Company has analyzed them and, based on its analysis, has concluded that the Derivative Complaints are legally deficient and otherwise without merit. As of May 27, 2020, the Derivative Complaints, including applicable appeals, have been settled or dismissed by the parties and the applicable courts.

·The Company ~~Assumptions~~was ~~relating~~also toserved ~~our~~with ~~liquidity~~a ~~position~~third derivative action, ~~including~~which ~~our~~was ~~ability~~filed March 23, 2018, against the Company’s Directors and Chief Executive Officer, President, and Corporate Secretary, and nominally against the Company, in Nevada state court. Subsequently, this case was removed to ~~obtain~~federal ~~additional~~court. ~~financing~~As of May 27, if2020, ~~required~~the Derivative Complaint, including applicable appeals, have been settled or dismissed by the parties and the applicable courts.

~~· Any or all~~ As of ~~our~~June ~~forward-looking~~30, ~~statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks~~2020, ~~uncertainties~~there ~~and~~are ~~other~~no ~~factors~~legal ~~including,~~proceedings ~~among~~involving ~~others:~~the Company.

~~· The loss of key management personnel on whom the Company depends;~~F-22

·ZOOMPASS ~~Our ability to operate our business efficiently~~HOLDINGS, ~~manage capital expenditures and costs (including general and administrative expenses) and obtain financing if required~~ INC.

·NOTES ~~Our~~TO ~~expectations~~THE INTERIM ~~with~~CONDENSED ~~respect~~CONSOLIDATED toFINANCIAL ~~our acquisition activity.~~STATEMENTS

~~In addition~~(Unaudited, ~~there may be other factors that~~Expressed ~~could cause our actual results to be materially different from the results referenced~~ in ~~the~~US forward-looking statements, some of which are included in this Quarterly Report on Form 10-Q, including in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements. All forward- looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are made, and the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as otherwise required by applicable law.dollars)

~~This discussion and analysis should be read~~NOTE in14 ~~conjunction~~– ~~with~~SUBSEQUENT the accompanying unaudited condensed consolidated interim financial statements and related notes for the period ended March 31, 2020 as filed with the Securities and Exchange Commission and included in this Form 10-Q and the financial statements and management discussion and analysis for the year ended December 31, 2019.EVENTS

The ~~discussion and analysis of the financial~~ ~~condition~~Company’s ~~and~~management ~~results~~has ofevaluated ~~operations~~subsequent ~~are~~events ~~based~~up ~~upon~~to ~~the~~August ~~financial~~19, ~~statements~~2020, ~~which~~the ~~have~~date ~~been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~unaudited ~~States~~interim ~~("U.S.~~condensed ~~GAAP"). The preparation of~~ consolidated financial statements inwere ~~conformity with~~issued, ~~U.S.~~pursuant ~~GAAP requires us~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~requirements ~~amounts~~ of ~~assets~~ASC ~~and~~855 ~~liabilities, disclosure of any contingent liabilities at the financial statement date~~ and ~~reported~~has ~~amounts~~determined ~~of revenue and expenses during~~ the ~~reporting period.~~following Onmaterial ~~an on-going basis management reviews our estimates and assumptions. The estimates were based on historical experience~~subsequent ~~and other assumptions that management believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions.~~events:

On July 15, 2020, the Company entered into certain Intellectual Property Rights Purchase and Transfer Agreement with Moxie Holdings Private Ltd., an Indian corporation for (i) cash consideration of $1.2 million to be paid in installments, (ii) four million (4,000,000) newly issued shares of common stock, and (iii) warrants to purchase two million (2,000,000) shares of common stock at an exercise price of $0.50 per share valid for three years.

~~Nature of Operations~~F-23

~~Zoompass Holdings, Inc.~~ITEM ~~formerly known as UVIC~~2. Inc. ("Zoompass Holdings" or the "Company") was incorporated under the laws of the State of Nevada on August 21, 2013. Effective August 22, 2016, the Company entered into an Agreement for the Exchange of Stock (the "Agreement") with Zoompass, Inc., an Ontario, Canada corporation ("Zoompass"). Pursuant to the Agreement, the Company agreed to issue 8,050,784 shares of its restricted common stock to ZoompassMANAGEMENT'S ~~shareholders~~DISCUSSION ~~("Zoompass'~~AND ~~shareholders") in~~ANALYSIS ~~exchange~~OF ~~for~~FINANCIAL ~~all~~CONDITION ~~the~~AND ~~shares~~RESULTS ofOF Zoompass Inc. owned by the Zoompass Inc.'s Shareholders. At the Closing Date, Rob Lee, a significant shareholder of the Company agreed to cancel 7,000,000 shares of the Company's common stock, which shares constituted the control shares of the Company. Other than this one significant shareholder, shareholders of the Company held 2,670,000 shares. As a result of the Agreement, Zoompass is now a wholly owned subsidiary of the Company. The Company has amended its Articles of Incorporation to change its name to Zoompass Holdings, Inc. and the appropriate forms were filed with FINRA and the SEC to change its name, address and symbol and complete a 3.5-1 forward split, which was consented to by the majority of shareholders on September 7, 2016 and approved in February 2017, for shareholders of record on September 7, 2016.OPERATIONS

~~All~~This discussion ~~share~~and ~~figures~~analysis ~~have~~should be read in conjunction with the accompanying unaudited condensed consolidated interim financial ~~been~~statements ~~retroactively~~and ~~stated~~related tonotes ~~reflect~~for the ~~stock~~three ~~split~~and ~~approved~~six bymonths ~~shareholders~~ended June 30, ~~unless~~2020 ~~otherwise~~as ~~indicated.~~filed ~~Additionally,~~with the ~~Company's~~Securities and Exchange Commission ~~shareholders~~and ~~consented~~included toin anthis ~~increase~~Form of10-Q and the ~~shares~~annual ~~authorized~~financial tostatements ~~500,000,000~~ and amanagement ~~revision~~discussion ofand analysis for the ~~par~~year ~~value~~ended toDecember 31, $02019 filed on Form 10-K.~~0001.~~

~~As the former Zoompass~~Forward-looking shareholders ended up owning the majority of the Company, the transaction does not constitute a business combination and was deemed to be a recapitalization of the Company with Zoompass being the accounting acquirer, accordingly the accounting and disclosure information is that of Zoompass going forward.Statements

~~Effective~~This Quarterly ~~March~~Report 6on Form 10-Q contains statements reflecting assumptions, ~~2018~~expectations, projections, intentions or beliefs about ~~(the~~future events that are intended as "~~Closing~~forward-looking ~~Date~~statements"), ~~Zoompass~~within ~~Holdings,~~the ~~Inc.'s~~meaning (of the ~~"Company")~~Private ~~Canadian~~Securities ~~operating~~Litigation Reform ~~subsidiary,~~Act ~~Zoompass,~~of ~~Inc~~1995. All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements ~~entered~~of ~~into~~historical anfact, ~~Asset~~that ~~Purchase~~address ~~Agreement~~activities, (events or developments that the ~~"Agreement")~~Company ~~for~~expects, believes or anticipates will or may occur in the ~~sale~~future are forward-looking statements. These statements appear in a number of ~~its~~places, ~~Prepaid~~including, ~~Card~~but ~~Business~~not (limited to in this "~~Prepaid~~Management's ~~Business~~Discussion and Analysis of Financial Condition and Results of Operations.") These statements torepresent ~~Fintech~~our ~~Holdings~~reasonable ~~North~~judgment ~~America~~of ~~Inc.~~the future based on various factors and using numerous assumptions and are subject to known and unknown risks, oruncertainties ~~its~~and ~~designee.~~other ~~The~~factors, ~~aggregate~~including ~~purchase~~the ~~price~~impact of the ~~Prepaid~~coronavirus ~~Business~~(COVID-19) ~~was~~pandemic ~~C$400~~on our business,~~000~~ that could cause our actual results and financial position to differ materially from those contemplated by the statements. ~~The~~You ~~transaction~~can ~~was~~identify ~~completed~~these onstatements ~~March~~by 26the fact that they do not relate strictly to historical or current facts, ~~2018~~and use words such as "anticipate," "believe," "estimate," "expect," "forecast," "may," "will", "should," "plan," "project" and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:

~~During~~· ~~the~~Projected ~~first~~operating ~~fiscal quarter~~or offinancial ~~2018~~results, ~~the~~including ~~Company~~anticipated ~~implemented~~cash aflows ~~plan~~used toin ~~abandon~~operations ~~the~~· ~~mobility~~Expectations ~~solution~~regarding ~~operation.~~capital ~~The~~expenditures; ~~Company~~and ~~has~~· ~~determined~~Assumptions ~~that~~relating ~~the mobility~~to ~~solution~~our ~~operation~~liquidity ~~represents~~position, aincluding ~~component~~our ~~and~~ability ato ~~reportable~~obtain ~~segment~~additional offinancing, ~~the~~if ~~Company~~required. ~~According~~· toAny ~~the~~or ~~plan~~all of ~~abandonment~~our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors including, among others: · The loss of key management personnel on whom the Company ~~gradually~~depends; ~~ceased~~· ~~accepting~~Our ~~any~~ability ~~new~~to ~~business~~operate ~~during~~our ~~first~~business ~~fiscal~~efficiently, ~~quarter~~manage ofcapital ~~2018~~expenditures and ~~settled~~costs ~~all~~(including ~~the~~general ~~remaining~~and ~~orders~~ administrative expenses) and ~~obligations~~obtain ~~from~~financing ~~mobility~~if ~~solution~~required. by· ~~end~~Our ofexpectations ~~March~~with ~~2018~~respect to our acquisition activity.

OnIn addition, ~~October~~there 17may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements, ~~2018~~some of which are included in this Quarterly Report on Form 10-Q, including in this "Management's ~~the~~Discussion ~~Company~~and ~~purchased~~Analysis ~~certain~~of ~~business~~Financial ~~assets~~Condition ~~that~~and ~~represents~~Results aof ~~business~~Operations." ~~from~~Many ~~Virtublock~~of ~~Global~~these ~~Corp~~factors will be important in determining our actual future results. ~~(“Virtublock”~~Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially ~~“VGC”)~~from those expressed or implied in ~~return~~any forward-looking statements. All forward- looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the ~~Company~~date ~~issued~~they 44are made,~~911,724~~ ~~shares~~and the Company disclaims any obligation to ~~Virtublock~~update ~~and~~any ~~pursuant~~forward-looking statements to reflect events or circumstances after the ~~issuance~~date of ~~shares~~this ~~Virtublock ended~~Quarterly upReport ~~owning~~on ~~45%~~Form of10-Q, ~~total~~except ~~outstanding~~as ~~common~~otherwise ~~shares~~required ofby ~~the~~applicable ~~Company~~law.

~~Zoompass Inc.,~~The ~~was~~discussion ~~incorporated~~and ~~under~~analysis of the ~~laws~~financial condition and results of ~~Ontario~~operations onare ~~June~~based 8upon the financial statements, ~~2016~~which have been prepared in accordance with accounting principles generally accepted in the United States ("U. OnS. ~~October~~GAAP"). ~~17,~~The ~~2018,~~preparation of ~~pursuant~~financial statements in conformity with U.S. GAAP requires us to anmake ~~asset~~estimates ~~purchase~~and assumptions that affect the reported amounts ~~agreement~~of ~~with~~assets ~~Virtublock~~and liabilities, ~~certain~~disclosure ~~business~~of ~~assets~~any ~~were~~contingent ~~acquired~~liabilities byat the ~~Company~~financial instatement ~~exchange~~date ~~for~~and ~~shares~~reported amounts of revenue and expenses during the ~~Company~~reporting period. ~~The~~ ~~net~~On ~~assets~~an ~~primarily~~on-going ~~consisted~~basis ofmanagement ~~certain~~reviews ~~technology~~our IPestimates ~~related~~and toassumptions. ~~cryptocurrency~~The ~~exchange/wallet,~~estimates were ~~certain~~based ~~strategic partnerships~~on historical experience and ~~customer~~other ~~contracts.~~assumptions Onthat ~~March~~management ~~25,~~believes ~~2019,~~to ~~the~~be ~~name~~reasonable ofunder the ~~company~~circumstances. ~~was~~Actual results ~~changed~~are likely to differ from ~~Zoompass~~those ~~Inc.~~estimates tounder ~~Virtublock Canada~~different ~~Inc.~~assumptions ~~(“VCI”)~~or conditions.

On February 27, 2020, the Company cancelled 44,911,724 shares of the common stock which were issued in connection with the asset purchase agreement dated October 17, 2018 with Virtublock Global Corp. Pursuant to a General Release agreement dated November 29, 2019, the asset purchase agreement dated October 17, 2018 with Virtublock Global Corp. was deemed cancelled and each party acknowledged and agreed that no party has or shall have any claim with respect to intellectual property, software or other assets owned by any other party and that no agreements exist or remain unsatisfied with respect to the transfer of any asset from a releasing party to any other party, and Virtublock Global Corp. assigned and tendered the 44,911,724 shares of common stock of the Company to the Company for cancellation. Accordingly, $4~~,491 was transferred from common stock to additional paid in capital with a corresponding reduction in the number of common shares outstanding.~~

5Business Overview

The Company is a Software Fintech company and continue to develop and acquire software platforms and services to sell to customers globally with a focus on leading edge technologies and software as a service. The company is actively seeking opportunities to acquire software companies with existing revenue streams.

~~The Company~~Zoompass Holdings, Inc. formerly known as ~~part of~~UVIC. ~~its~~Inc. ~~business,~~("Zoompass ~~will~~Holdings" ~~seek~~or ~~opportunities~~the to"Company") ~~acquire~~was ~~software~~incorporated ~~companies~~under the ~~with~~laws ~~existing~~of ~~revenue~~the ~~streams~~State of Nevada on August 21, 2013.

~~The Company has incurred~~In ~~recurring~~February ~~losses from operations and as of March 31~~2017, 2020 and December 31, 2019, had net working capital deficiency and an accumulated deficit. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. These conditions raise substantial doubt about the Company’s ~~ability~~completed ~~to continue as~~ a ~~going concern~~3.5-1 ~~There~~forward ~~can be no assurance that the necessary debt or equity financing will be available~~split, ~~or will be available on terms acceptable to the Company, in~~ which ~~case~~was ~~the~~approved ~~Company~~by ~~may~~shareholders beof ~~unable~~record toon ~~meet~~September ~~its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business~~7, ~~the net realizable value of its assets may be materially less than the amounts recorded in the condensed consolidated financial statements~~2016. ~~The condensed consolidated financial~~ ~~statements~~All doshare ~~not~~figures ~~include~~have ~~any~~been ~~adjustments~~retroactively ~~relating~~stated to reflect the ~~recoverability~~stock ofsplit ~~recorded~~approved ~~asset~~by ~~amounts that might be necessary should~~ the ~~Company~~shareholders, beunless ~~unable~~otherwise ~~to continue in existence~~indicated.

~~There~~Effective March is6, no2018, ~~certainty that~~ the Company’s ~~will~~Canadian beoperating ~~successful~~subsidiary, inZoompass, ~~generating~~Inc., ~~sufficient~~entered ~~cash~~into ~~flow~~an ~~from~~Asset ~~operations~~Purchase orAgreement ~~achieving and maintaining profitable~~(the ~~operations~~"Agreement") infor the ~~future~~sale toof ~~enable it to meet~~ its ~~obligations~~Prepaid asCard ~~they~~Business ~~come~~("Prepaid ~~due~~Business") ~~and consequently continue as a going concern. The Company will require additional financing this year~~ to ~~fund~~Fintech ~~its~~Holdings ~~operations~~North ~~and it is currently working on securing this funding~~America ~~through corporate collaborations~~Inc., ~~public~~ or ~~private~~its ~~equity offerings or debt financings~~designee. ~~Sales~~The ofaggregate ~~additional~~purchase ~~equity~~price ~~securities by the Company would result in the dilution~~ of the ~~interests~~Prepaid ofBusiness ~~existing~~was ~~shareholders~~C$400,000. ~~There~~The ~~can~~transaction bewas nocompleted ~~assurance~~on ~~that financing~~March ~~will~~26, ~~be available when required~~2018.

~~The~~On October ~~Company~~17, ~~expects~~2018, the ~~forgoing,~~ orCompany purchased certain business assets that represents a ~~combination~~business ~~thereof~~from Virtublock Global Corp. (“Virtublock”, “VGC”) toin ~~meet~~return the Company's ~~anticipated~~issued ~~cash~~44,911,724 ~~requirements~~shares ~~for~~to ~~the~~Virtublock ~~next~~and 12pursuant ~~months;~~to ~~however,~~the ~~these conditions~~issuance ~~raise~~of ~~substantial~~shares ~~doubt~~Virtublock ended ~~about~~up ~~the~~owning ~~Company's~~45% ~~ability~~of tototal ~~continue~~outstanding ascommon ashares ~~going~~of ~~concern~~the Company.

~~These unaudited interim~~On ~~condensed~~February ~~consolidated~~27, ~~financial~~2020, ~~statements~~the ~~have~~Company ~~been~~cancelled ~~prepared~~44,911,724 onshares of the ~~basis~~common ~~that~~stock ~~the~~which ~~Company~~were ~~will~~issued ~~continue~~in asconnection awith ~~going~~the ~~concern,~~asset ~~which~~purchase ~~presumes~~agreement ~~that~~dated itOctober ~~will~~17, be2018 ~~able~~with toVirtublock ~~realize~~Global ~~its~~Corp. ~~assets~~Pursuant ~~and~~to ~~discharge~~a ~~its~~General ~~liabilities~~Release inagreement dated November 29, 2019, the ~~normal~~asset ~~course~~purchase ofagreement ~~business~~dated asOctober ~~they come~~17, ~~due~~2018 with Virtublock Global Corp. ~~These~~was ~~unaudited~~deemed ~~interim~~cancelled ~~condensed~~and ~~consolidated~~each ~~financial~~party acknowledged ~~statements~~and doagreed ~~not~~that ~~reflect~~no ~~the~~party ~~adjustments~~has or shall have any claim with respect to ~~the~~intellectual ~~carrying~~property, ~~values of~~software ~~assets~~or ~~and~~other ~~liabilities~~assets owned ~~and~~by ~~the~~any ~~reported~~other ~~expenses~~party and ~~condensed~~that ~~consolidated~~no ~~balance~~agreements ~~sheets~~exist ~~classifications~~or ~~that~~remain ~~would~~unsatisfied bewith ~~necessary if~~respect to the ~~Company~~transfer ~~were~~of ~~unable~~any asset from a releasing party to ~~realize~~any ~~its~~other ~~assets~~party, and ~~settle~~Virtublock ~~its~~Global ~~liabilities~~Corp. asassigned aand ~~going~~tendered ~~concern~~the in44,911,724 ~~the~~shares ~~normal~~of ~~course~~common stock of ~~operations.~~the Company ~~Such~~to ~~adjustments~~the ~~could~~Company befor ~~material~~cancellation.

~~Significant~~On May ~~Accounting~~31, ~~Policies~~2020, the Company closed a Share Exchange Agreement (the "Share Exchange Agreement") by and ~~Estimates~~among the Company, Blockgration Global Corp., an Ontario corporation and its subsidiaries ("BGC"), and the shareholders of BGC (the "BGC Shareholders"). This acquisition gives the Company controlling interest in BGC’s subsidiaries in Canada and India which is engaged in the business of digital wallet deployments, prepaid card platform, blockchain and mobile apps deployment.

~~The~~On July ~~significant~~15, ~~accounting~~2020, ~~policies~~the Company entered into certain Intellectual Property Rights Purchase and ~~estimates~~Transfer Agreement with Moxie Holdings ~~have~~Private ~~been~~Ltd., ~~disclosed~~an Indian corporation for (i) cash consideration of $1.2 million to be paid in ~~the~~installments, ~~note~~(ii) four million (4,000,000) newly issued shares of common stock, and (iii) warrants to purchase two million (2,000,000) shares of ~~the~~common ~~unaudited~~stock ~~interim~~at ~~condensed~~an ~~interim~~exercise price ~~consolidated~~of ~~financial~~$0.50 ~~statements~~per share valid for three years.

The Company ~~discussion~~has incurred recurring losses from operations and ~~analysis~~as of ~~the~~June ~~financial condition~~30, 2020 and ~~results~~December of31, ~~operations~~2019, ~~are~~had ~~based~~net ~~upon~~working ~~the~~capital ~~interim~~deficiency and ~~condensed~~an ~~consolidated~~accumulated ~~financial~~deficit. ~~statements,~~The ~~which~~Company’s ~~have~~continued ~~been~~existence ~~prepared in~~is ~~accordance~~dependent ~~with~~upon ~~accounting~~its ~~principles~~ability ~~generally~~to ~~accepted~~continue into ~~the~~execute ~~United~~its ~~States.~~operating plan ~~The~~and ~~preparation~~to ofobtain ~~financial~~additional ~~statements~~debt inor ~~conformity with~~equity ~~accounting~~financing. ~~principles~~We ~~generally~~continue ~~accepted~~to inevaluate various potential strategies with the ~~United~~goal ~~States~~of improving ~~requires~~our usability to ~~make~~achieve ~~estimates~~additional revenue and ~~assumptions~~profit ~~that~~growth ~~affect~~for ~~the~~software products and services. These possible strategies, ~~reported~~which ~~amounts~~are generally focused on ways to create a more complete slate of ~~assets~~customer ~~and~~experience ~~liabilities~~solutions for potential clients, ~~disclosure~~include further software or technology development expenditures, pursuit of ~~any~~merger, ~~contingent~~acquisitions ~~liabilities~~or atjoint ~~the~~ventures ~~financial~~with ~~statement~~companies ~~date~~that provide complimentary products and ~~reported amounts~~services, ofsoftware ~~revenue~~licensing arrangements, and ~~expenses~~investment ~~during~~in ~~the~~additional ~~reporting~~infrastructure ~~period~~within our Company. OnEach anof ~~on-going~~these ~~basis~~possible ~~management~~strategies ~~reviews~~will be thoroughly vetted by our ~~estimates~~board ~~and~~of ~~assumptions. The~~directors ~~estimates~~to ~~were~~assess ~~based~~the onexpected ~~historical~~level of ~~experience~~enterprise ~~and~~value ~~other~~creation ~~assumptions~~for ~~that~~each ~~management~~strategy ~~believes~~compared to bethe ~~reasonable~~various ~~under~~risks ~~the~~associated ~~circumstances~~with each possible scenario. In addition, ~~Actual~~we ~~results~~may ~~are~~require ~~likely~~financing to ~~differ~~pursue ~~from~~these ~~those~~strategies ~~estimates~~that ~~under~~is ~~different~~beyond ~~assumptions~~our orcurrent ~~conditions,~~financial ~~but~~resources. ~~management~~Accordingly, ~~does~~there ~~not~~is ~~believe~~no assurance ~~such~~that ~~differences~~we will ~~materially~~be ~~affect~~able ~~our~~to ~~financial~~pursue ~~position~~any orstrategies ~~results~~that are identified by our board of ~~operations~~directors.

6In addition, in December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China and has since extensively impacted the global health and economic environment. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 pandemic and the government responses to the outbreak presents uncertainty and risk with respect to the Company and its performance and financial results.

~~Results of operations for the three months ended March 31, 2020~~5

~~Revenue and cost of sales~~Business Developments

~~The~~Completed the ~~Company~~acquisition ~~did~~of ~~not~~Blockgration ~~recognize~~Global ~~any~~Corp., ~~revenue~~and ~~for~~its subsidiaries through a share exchange agreement thereby giving the Company ~~three~~potential ~~months~~revenues ~~ended~~from ~~March~~the ~~31,~~many ~~2020~~significant contracts for the prepaid card platform and ~~2019~~digital wallets.

~~General~~Completed the ~~and~~purchase ~~administrative~~of the Digital asset platform putting in place the infrastructure required to expand on the multicurrency and ~~other~~cross border ~~expenses~~technology platform globally.

~~Salaries and consultant expenses were $32,553~~Appointed ~~for~~executive ~~the~~officers ~~three~~at ~~months ended March 31, 2020 compared with $$47,062 for~~ the ~~same~~corporate ~~period~~level ~~last~~to ~~year.~~channel ~~Salaries and consultant expenses were lower in~~ the ~~three~~operations ~~months ended March 31, 2020 because the number~~ of ~~employees and consultants during~~ the ~~period were lower compared with the three months ended March 31, 2019, as a result of changes in management team~~Company.

~~Rent and occupancy costs were $1,118 during~~Our ~~the~~Business ~~three~~Model ~~months~~and ~~ended March 31, 2020 compared with $$2,996 in the same period last year. The decrease was due to change in office location of the company during the period.~~Objectives

~~The share-based payment expense was $416,587~~For ~~compared with $177,000 in~~ the ~~same~~near ~~period last year. During the three months March 31~~term, ~~2020~~our ~~the~~business ~~company~~objectives issued 2,000,000 shares in a fair value of $250,000 to new Chief Executive of the company. The company issued 1,160,00 shares in a fair value of 145,000 to arm’s length third parties as compensation for services. The Company granted 3,000,000 and 2,000,000 stock options to officers, directors and consultant of the Company on January 15, 2020 and March 11, 2020 respectively and those stock options would vest over 3-year period, the fair value of vested options during the three months ended March 31, 2020 was in amount of $21,587.include:

~~There~~· isContinue noto ~~depreciation~~leverage ~~and~~our ~~amortization~~ability ~~expense for~~as ~~the~~a ~~period~~Program ~~ended~~Manager ~~March~~in 31Asia including India and Singapore, ~~2020~~Europe and ~~March~~North ~~31,~~America ~~2019.~~to issue prepaid cards

~~Professional~~· ~~fees~~Target ~~include~~to ~~audit~~launch ~~and~~the ~~fee~~Ride ~~and~~Hail platform in ~~line~~Vancouver, ~~with~~Canada ~~the amount~~ for the ~~prior~~taxi ~~period.~~association

~~Office~~· ~~and~~Target ~~sundry expense include office expenses such as supplies, insurance and additional costs incurred~~ to ~~support~~launch the ~~corporate~~Agriculture ~~head~~Supply ~~office~~Chain inplatform ~~addition to travel costs. The decrease is primarily attributed to change~~ in the ~~nature~~Jamaican ~~of operations and lower operating expenses.~~market

~~Filing fees and regulatory costs are costs~~Results ~~associated~~of ~~with~~operations for the ~~Company's~~three ~~listing~~months ~~fees~~ended ~~and~~June ~~transfer~~30, ~~agent~~2020 ~~costs. These costs are significantly higher than corresponding period last year because the Company paid listing fees~~ and ~~incurred expenses on regulatory filings during the period.~~2019

The following ~~Company~~table ~~recognized~~shows aour ~~net~~results ~~loss~~ of ~~$619,241~~operations ~~or loss from per share $0.006~~ for the three months ended ~~March~~June 3130, 2020 and 2019. The ~~Company~~historical ~~recognized~~results apresented below ~~net~~are ~~loss~~not necessarily indicative of ~~$251,791~~the orresults ~~loss~~that ~~per~~may ~~share~~be ~~$0.002~~expected for ~~the three~~any ~~months~~future ~~ended March 31, 2019~~period.

Liquidity and Capital Resources

	Period						Change
	Three Months Ended June 30, 2020			Three Months Ended June 30, 2019			Dollars			Percentage
Revenues	$	86,756		$	—		$	86,756			100	%
Operating expenses		475,304			117,097			358,207			305	%
Loss from operations		(388,548	)		(117,097	)		(271,451	)		231	%
Other Expenses:
Change in fair value of contingent consideration		(2,989,377	)		—			(2,989,377	)		100	%
Impairment of goodwill		(13,243,071	)		—			(13,243,071	)		100	%
Net loss		(16,620,996	)		(117,097	)		(16,503,899	)		—

~~As at March 31, 2020, the Company had $4,579 in cash and cash equivalents compared with $21,477 as at December 31, 2019.~~Revenue

~~Operations~~Total revenue for the three months ended June 30, 2020 was $86,756 which represented an increase of 100%, compared to total revenue ~~month~~of $Nil for the three months ended ~~March~~June 30, 2019. On May 31, 2020, ~~were~~the ~~primarily~~Company ~~financed~~completed ~~through~~acquisition of Blockgration Global Corp and its subsidiaries and the ~~issuance~~revenue is the result of ~~shares~~this inacquisition for the ~~common~~month ~~stock~~ of June 2020. The revenue for the month is relatively lower than the historical amounts due to the impact of COVID-19. The Company did not recognize any revenue for three months ended June 30, 2019.

There is no certainty that we will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the future to enable us to meet our obligations as they come due and consequently continue as a going concern. The Company may require additional funds to further develop our expanded business plan. The Company may require additional financing this year to fund our operations and is examining possible sources of funding beyond the existing cash generated from operations. Sales of additional equity securities would result in the dilution of the interests of existing stockholders.6

~~There can be no assurance~~Operating that financing will be available when required. In the event that the necessary additional financing is not obtained, the Company would reduce its discretionary overhead costs substantially, or otherwise curtail operations.Expenses

The Company expects the forgoing, or a combination thereof, to meet our anticipated cash requirements for the next 12 months; however, these conditions raise substantial doubt about our ability to continue as a going concern. The accompanying unaudited interim condensed financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

	Period						Change
	Three Months Ended June 30, 2020			Three Months Ended June 30, 2019			Dollars			Percentage
Staff related expenses	$	195,350		$	104,989		$	90,361			86	%
Salaries and consulting fees		180,725			70,822
Professional fees		14,625			34,167
Research and development		68,932			1,721			67,211			3905	%
Cost of sales		56,289			—
Software development costs		12,643			1,721
General and administrative		84,946			7,221			77,725			1076	%
Insurance		35,914			—
Filing fees and regulatory costs		4,446			—
Rent expense		23,803			2,976
Office and sundry expense		15,091			4,245
Travel expense		5,692			—
Bad debts		40,572			—			40,572			100	%
Share-based payments		36,015			50,000			(13,985	)		-28	%
Depreciation and amortization		65,053			—			65,053			100	%
Other expenses		(15,564	)		(46,834	)		31,270			-67	%
(Gain) on settlement of debt		—			—
Foreign exchange loss (gain)		(15,564	)		(46,834	)
Total operating expenses		475,304			117,097			358,207			305	%

7Our operating expenses were comprised of staff related costs, research and development costs, general and administrative, share-based payments, depreciation and amortization and other expenses. Our operating expenses during the three months period ended June 30, 2020 and 2019 were $475,304 and $117,097, respectively. The overall increase of $358,207 was primarily attributable to the following changes in operating expenses of:

~~Net~~· ~~Cash~~Staff ~~Used~~related expenses increased by $90,361. In comparing the three months ended June 30, 2020 and June 2019 this increase was primarily attributed to the staff expenses for Blockgration Global Corp. and its subsidiaries for June 2020 for approximately 50 employees in ~~Operating~~India, ~~Activities~~including benefits that were not previously accrued.

~~During~~· ~~the~~Research ~~periods ended~~and ~~March~~development ~~31,~~cost ~~2020,~~increased ~~and~~by ~~2019,~~ $~~126~~67,~~366~~211. ~~and~~For ~~$48,912~~the inpurpose ~~cash,~~of ~~respectively~~analysis, ~~was~~we ~~used~~have ~~for~~classified ~~operations.~~the ~~For~~cost ~~both~~of ~~periods,~~generating revenue from the ~~cash used~~operations in ~~operations~~Blockgration ~~was~~Global ~~primarily~~Corp. ~~the~~and ~~result~~its ofsubsidiaries ~~the~~as ~~net~~development ~~loss~~costs and ~~change~~the inincrease ~~non-cash~~is ~~working~~primarily ~~capital~~related to this cost.

~~Net Cash Provided by Investing Activities~~7

~~During~~· ~~the~~General ~~periods ended~~and ~~March~~administrative ~~31,~~expenses ~~2020~~increased ~~and~~by ~~2019~~$77,725. noThe ~~cash~~increase ~~was~~is ~~generated~~primarily ~~from~~related orto ~~used~~the ininsurance ~~investing~~premium ~~activities.~~by

~~Net~~$35,914 for ~~Cash~~the ~~Provided~~three bymonths ~~Financing~~ended ~~Activities~~June 30, 2020 for Officers and directors at the corporate level and rent and office expenses for Blockgration Global Corp. and its subsidiaries.

~~For~~· ~~the~~Bad ~~period~~debt ~~ended~~expenses ~~March~~for ~~31, 2020~~ the ~~Company raised~~three ~~$151,584~~months ~~from~~ended ~~the~~June ~~issuance~~30, of2020 ~~shares~~amounted ~~and~~to ~~repaid~~ $3740,~~262 to related party~~572. ~~For~~This is the ~~period~~uncollectable ~~ended~~portion ~~March~~of ~~31,~~receivables ~~2019~~that ~~the~~were ~~Company did~~written ~~not~~off ~~generate~~due orto ~~use~~the ~~cash~~impact inof ~~financing activities~~COVID-19.

~~Financial~~· ~~instruments~~Share-based payments decreased by $13,985. The Company granted 3,000,000 and ~~risk~~2,000,000 ~~factors~~stock options to officers, directors and consultant of the Company on January 15, 2020 and March 11, 2020 respectively and those stock options would vest over 3-year period, the fair value of vested options during the three months ended June 30, 2020 was in amount of $36,015. On April 20, 2019, the Company issued 500,000 shares of the common stock to an arm’s length third party as compensation for services rendered. The fair value of these shares was determined to be in the amount of $50,000.

~~The~~· ~~Company~~Depreciation ~~has~~and ~~exposure~~amortization toincreased ~~liquidity,~~by ~~foreign currency~~$65,053 ~~Credit,~~all ~~and~~of ~~Interest~~this ~~Rate~~relates ~~risk. The Company's risk management objective is~~ to ~~preserve and redeploy~~ the ~~existing treasury~~assets asacquired ~~appropriate,~~from ~~ultimately~~Blockgration toGlobal ~~protect shareholder value~~Corp. ~~Risk~~ ~~management strategies, as discussed below, are designed~~ and ~~implemented~~its ~~to ensure the Company's risks and the related exposure are consistent with the business objectives and risk tolerance~~subsidiaries.

~~The~~· ~~Governments~~Other ofexpenses ~~Canada~~increased ~~and~~by ~~the United States~~$31, as270 ~~well~~primarily asrelating ~~other~~to ~~foreign governments instituted emergency measures as a result of~~ the ~~COVID-19~~foreign ~~virus outbreak. The virus has had a major impact on North America and international securities,~~ currency ~~markets~~exchange ~~and~~rate ~~consumer~~difference ~~activity~~for ~~which~~transactions ~~may~~at ~~impact~~ the ~~Company's financial~~corporate ~~position, its results of future operations and its future cash flows significantly~~office. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of future operations, financial position, and liquidity for the period ended March 31, 2020.

~~Liquidity Risk: Liquidity risk is the~~Net risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity by ensuring that there is sufficient capital to meet short and long-term business requirements, after taking into account cash requirements from operations and the Company's holdings of cash and cash equivalents. The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances.loss

~~Management~~The ~~forecasts~~Company ~~cash flows for its current~~reported ~~and~~a ~~subsequent~~net ~~fiscal~~loss ~~years~~of to$16,620,996 ~~predict~~for ~~future~~the ~~financing~~three ~~requirements. Future~~months ~~requirements~~ended ~~may~~June be30, ~~met~~2020, ~~through~~compared ~~a combination of credit and access~~ to ~~capital~~net ~~markets. The~~loss ~~Company's~~of ~~cash~~$117,097 ~~requirements~~for ~~are dependent on~~ the ~~level~~three ofmonths ~~operating~~ended June ~~activity~~30, a ~~large~~2019 ~~portion~~after oftaking ~~which~~an isimpairment ~~discretionary. Should~~on ~~management~~goodwill ~~decide~~acquired toby ~~increase its operating activity~~$13,243,071 ~~more~~and ~~funds~~change ~~than what is currently~~ in ~~place~~fair ~~would~~value beof ~~required. It~~contingent ~~is not possible to predict whether financing efforts will be successful or sufficient~~consideration inof ~~the future. At March 31~~$2, ~~2020~~989,377. ~~the~~The ~~Company~~change ~~had~~is ~~$4,579~~due into ~~cash~~the ~~and~~reasons ~~cash~~discussed ~~equivalents (December 31, 2019 - $21,477)~~above.

~~Currency risk: The Company's expenditures~~Results ~~are incurred in Canadian and US dollars. The results~~ of ~~the Company's~~ operations ~~are~~for subject to currency translation risk. The Company mitigates foreign exchange risk through forecasting its foreign currency denominated expenditures and maintaining an appropriate balance of cash in each currency to meet the ~~expenditures. As~~six ~~the~~months ~~Company's~~ended ~~reporting~~June ~~currency is the US dollar~~30, ~~fluctuations~~ in2020 USand ~~dollar will affect the results of the Company.~~2019

~~Credit~~The following ~~risk: Credit~~table ~~risk~~shows isour ~~the risk~~results of ~~loss~~operations ~~associated~~for ~~with~~the asix ~~counterparty's~~months ~~inability~~ended toJune ~~fulfill~~30, ~~its~~2020 ~~payment~~and ~~obligations~~2019. AsThe athistorical ~~March~~results ~~31, 2020, the Company's~~presented ~~credit~~below ~~risk~~are isnot ~~primarily~~necessarily ~~attributable~~indicative toof ~~cash and cash equivalents. At March 31, 2020,~~ the ~~Company's~~results ~~cash~~that ~~and~~may ~~cash~~be ~~equivalents were~~expected ~~held~~for ~~with~~any ~~reputable~~future ~~Canadian chartered banks~~period.

Interest Rate risk: Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company's does not have significant interest rate risk.

	Period						Change
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019			Dollars			Percentage
Revenues	$	86,756		$	—		$	86,756			100	%
Operating expenses		1,094,545			368,888			725,657			196	%
Loss from operations		(1,007,789	)		(368,888	)		(638,901	)		173	%
Other Expenses
Change in FV of contingent consideration		(2,989,377	)		—			(2,989,377	)		—
Impairment of goodwill		(13,243,071	)		—			(13,243,071	)		—
Net loss		(17,240,237	)		(368,888	)		(16,871,349	)		—

Fair Values: The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, cash held in trust and customer deposits, accounts receivables, accounts payable and client funds approximate fair value because of the short period of time between the origination of such instruments and their expected realization.Revenue

8Total revenue for the six months ended June 30, 2020 was $86,756 which represented an increase of 100%, compared to total revenue of $Nil for the six months ended June 30, 2019. On May 31, 2020, the Company completed acquisition of Blockgration Global Corp and its subsidiaries and the revenue is the result of this acquisition for the month of June 2020. The Company did not recognize any revenue for six months ended June 30, 2019.

~~Related Party Transactions~~Operating Expenses

~~The~~Our ~~balances~~operating ofexpenses were ~~due~~comprised toof staff related ~~party~~costs, research and development costs, general and administrative, share-based payments, depreciation ~~corporations~~and atamortization ~~March~~and 31other expenses. Our operating expenses during the six months period ended June 30, 2020 ~~represent~~and ~~advances~~2019 ~~from~~were ~~related~~$1,094,545 and ~~party~~$368,888, ~~corporations~~respectively. ~~which~~The increase of $725,657 is ~~non~~primarily due to the increase in share-~~interest~~based ~~bearing~~payments by $225,602, ~~non-secured~~depreciation and amortization by $95,718, bad debts of $40,572 and ~~due~~ onforeign ~~demand.~~exchange conversion difference by $199,801 as shown in the table below:

The total amount owing to the former directors and officers of the Company and corporations controlled by the former directors and officers, in relation to the services they provided to the Company in their capacity as Officers and service provider at March 31, 2020 was $54,436 (December 31, 2019 - $319,969) which includes expense reimbursements. This amount is reflected in accounts payable and is further described below.8

As at March 31, 2020, the Company had an amount owing to Chief Executive Officer of the Company of $7,083 (December 31, 2019 - $Nil). The amount owing relates to services provided by the Chief Executive Officer.

	Period						Change
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019			Dollars		Percentage
Staff related expenses	$	258,202		$	179,519		$	78,683		44	%
Salaries and consulting fees		213,278			117,884
Professional fees		44,924			61,635
Research and development		68,932			50,764			18,168		36	%
Cost of sales		56,289			—
Software development costs		12,643			50,764
General and administrative		114,170			16,392			97,778		596	%
Insurance		35,914			—
Filing fees and regulatory costs		31,949			—
Rent expense		24,921			5,972
Office and sundry expense		15,694			10,420
Travel expense		5,692			—
Bad debts		40,572			—			40,572		100	%
Share-based payments		452,602			227,000			225,602		99	%
Depreciation and amortization		65,053			—			65,053		100	%
Other expenses		95,014			(104,787	)		199,801		-191	%
(Gain) on settlement of debt		(33,191	)		—
Foreign exchange loss (gain)		128,205			(104,787	)
Total operating expenses		1,094,545			368,888			725,657		196	%

~~As at March 31, 2020, the Company had~~Net an amount owing to an entity owned and controlled by the former Chief Executive Officer of the Company of $Nil (December 31, 2019 - $265,533). The amount owing relates to services provided by the former Chief Executive Officer and expense reimbursements. During three months period ended March 31, 2020, the Company issued 3,319,162 shares of the common stock and settled the owing owed by the Company. The fair value of these shares, in amount of 232,342, was determined by using the market price of the common stock as at the date of issuance. The Company recognized a Gain on settlement of debt in amount of $33,191 in statement of operations.loss

AsWe athad ~~March~~net ~~31,~~loss ~~2020~~of $17,240,237 for the ~~Company~~six ~~had an~~months ~~amount~~period ~~owing~~ended toJune 30, 2020, after taking an ~~entity~~impairment ~~owned~~on ~~and~~goodwill ~~controlled~~of by$13,243,071 ~~the~~and ~~former~~change ~~Secretary~~in fair value of ~~the~~contingent ~~Company~~consideration of $542,~~436~~989,377, ~~(December~~compared ~~31,~~to ~~2019~~net -loss of $54368,~~436). The~~888 ~~amount~~for ~~owing~~the ~~relates~~six tomonths ~~services~~period ~~provided~~ended byJune ~~the~~30, ~~former~~2019. ~~Secretary~~The change ~~and~~is ~~expense~~primarily ~~reimbursements~~due to the reasons discussed above.

~~During the three months ended March 31~~Liquidity, ~~2020, $271,587 (Issuance of shares for service – 250,000, stock options expenses - $21,587) was recognized for share-based~~ ~~payments~~Capital ~~expense~~Resources ~~to directors, officers~~ and ~~related~~Cash ~~parties of the Company. No expense for share based payments to directors and officers was recognized during the three months ended March 31, 2019.~~ Flows

AsManagement believes atthat ~~March~~we 31will continue to incur losses for the immediate future. Therefore, ~~2020~~we will need additional equity or debt financing until we can achieve profitability and ~~December~~positive ~~31,~~cash flows from operating activities. These conditions raise substantial doubt ~~2019,~~about ~~the~~our ~~amounts~~ability ~~owing~~to continue as a going concern. Our unaudited condensed consolidated financial statements do not include and adjustments relating to ~~officers~~the recovery of assets or the ~~Company~~classification ~~are~~of ~~recorded~~liabilities inthat ~~accounts~~may ~~payable~~be necessary should we be unable to continue as a going concern. For the six months ended June 30, 2020, we have generated revenue and ~~accrued~~are ~~liabilities~~trying to achieve positive cash flows from operations.

~~Newly~~As of ~~Adopted~~June ~~And~~30, ~~Recently~~2020, ~~Issued~~we ~~Accounting~~had a cash balance of $72,059, accounts receivable of $188,425 and $1,421,271 in current liabilities. At ~~Pronouncements~~the current cash consumption rate, we will need to consider additional funding sources going forward. We are taking proactive measures to reduce operating expenses and drive growth in revenue.

~~On January 1, 2019, the Company adopted Accounting~~The ~~Standards~~successful ~~Codification~~outcome Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of~~-use~~ ~~assets and~~future ~~corresponding~~activities ~~lease~~cannot ~~liabilities on the balance sheet for most leases. Expenses associated with leases will continue to~~ be ~~recognized in~~determined aat ~~manner~~this ~~similar~~time toand ~~previous~~there accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is ~~the~~no ~~lessee~~assurance ~~in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset~~that, ~~lease~~if ~~obligation~~achieved, ~~current,~~ ~~and~~we ~~lease obligation, long-term in the condensed consolidated balance sheet. Right-of-use (“ROU”) asset represents~~will ~~the~~have ~~Company’s~~sufficient ~~right~~funds to ~~use~~execute anour ~~underlying~~intended ~~asset~~business ~~for~~plan the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or ~~less~~generate atpositive inception are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term in our condensed consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As our current operating lease of office space, at the commencement, has a term of less than 12 months, the Company elects not to apply the recognition requirements of ASC 842 to the short-term lease, instead lease payments are recognized in statement of operations on a straight-line basis over the lease termresults.

~~Off Balance Sheet Arrangements~~Capital Resources

~~Company does not have any off-balance sheet~~The ~~arrangements~~following ~~that~~table ~~have~~summarizes ortotal ~~are reasonably likely to have a~~ current ~~or future effect on our financial condition~~assets, ~~changes~~liabilities inand ~~financial condition,~~working ~~revenues or expenses, results of operations, liquidity,~~ capital ~~expenditures~~(deficit) orfor ~~capital~~the ~~resources~~periods ~~that are material to our investors.~~ indicated:

	June 30, 2020			December 31, 2019
Current assets	$	388,119		$	32,040
Current liabilities		1,421,271			849,201
Working capital		(1,033,152	)		(817,161	)

~~Subsequent~~As of ~~Events~~June 30, 2020, and December 31, 2019, we had a cash balance of $72,059 and $21,477, respectively.

~~The Company’s~~Summary ~~management has evaluated subsequent events up to May 14, 2020, the date the unaudited interim condensed consolidated financial statements were issued, pursuant to the requirements~~ of ~~ASC~~Cash ~~855 and has determined the following material subsequent events:~~Flows

In April 2020, the Company issued 300,000 non-registered shares of the Company's common stock for a private placement completed during three months ended March 31, 2020.

	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019
Net cash used in operating activities	$	(248,972	)	$	(128,510	)
Net cash provided by investing activities	$	52,795		$	—
Net cash provided by financing activities	$	281,926		$	119,231

OnNet ~~April~~cash ~~20,~~used ~~2020,~~in ~~the Company entered into~~operating ~~a Share Exchange Agreement with Blockgration Global Corp~~activities. (“BGC”) and the shareholders of BGC. Pursuant to the Share Exchange Agreement, the Company agreed to exchange 100% of the outstanding equity stock of BGC held by shareholders of BGC for shares of common stock of the Company. Under the terms of the agreement, the Company will issue fifty million (50,000,000) newly issued shares of the common stock and seventy-five million (75,000,000) share purchase warrants to the shareholders of BGC. Each warrant is exercisable into one common share of the Company at an exercise price of $0.25 within three years of the issue date.

~~Under~~Net ~~the~~cash ~~terms~~used ofin ~~the~~operating activities ~~agreement,~~for ~~25,000,0000 shares~~the ~~and~~six ~~6,250,000~~months ~~warrants~~ended ~~will~~June be30, ~~issued~~2020 onwas ~~the~~$248,972, ~~closing~~which ~~date.~~included Aa ~~second~~net ~~tranche~~loss of 25$17,~~000~~240,~~0000~~237, ~~shares~~non-cash ~~and~~activity ~~6,250,000 warrants~~such ~~will~~as beimpairment ~~issued~~of ongoodwill ~~the~~of ~~closing~~$13,243,071, ~~date~~change ~~and will be held~~ in ~~escrow.~~fair ~~These~~value ~~shares~~of ~~and~~contingent ~~warrants~~consideration ~~will~~of be$2,989,377, ~~released~~gain ~~from~~on ~~escrow~~settlement ~~between June~~of ~~30,~~debt ~~2020~~of ~~and December 31~~($33, ~~2020~~191), ~~upon~~change ~~achieving~~in ~~certain~~operating ~~milestones.~~assets ~~The~~of ~~remaining 62~~$146,~~500~~148,~~000~~ ~~warrants~~foreign ~~will~~exchange beloss ~~issued on the closing date and will be released from escrow within 90 days~~ of ~~the~~$128,205, ~~end~~shares ofissued ~~fiscal~~for ~~year~~services ~~2021. The acquiree has the opportunity~~ of ~~earing~~$452,602, ~~bonus~~and ~~shares~~depreciation ~~both~~and inamortization ~~2020~~of ~~and 2021~~$65,053 ~~subject~~ to ~~achieving~~derive ~~targets~~the asuses ~~laid~~of ~~out~~cash in ~~the agreement~~operations.

~~As a result of the Share Exchange Agreement,~~Net ~~BGC~~cash ~~will~~provided ~~become~~by ainvesting ~~wholly owned subsidiary of the Company~~activities. With this acquisition, the Company will acquire controlling interest in BGC’s three subsidiaries in India and one subsidiary in Canada. BGC and its subsidiaries are engaged in the business of digital wallet deployments, prepaid card platform, blockchain and mobile apps development.

~~Impact~~Net cash ofprovided ~~COVID-19:~~by investing activities for the six months ended June 30, 2020 was $52,795 which was the cash acquired from Blockgration Global and its subsidiaries.

~~The unprecedented and~~Net ~~rapid~~cash ~~spread~~provided of COVID-19 and the measures implemented to contain it have created a significant amount of economic volatility around the globe. We have taken steps to ensure the health and safety of our employees and continued service to our customers and partners, while at the same time seeking to mitigate the impact of the pandemic on our financial condition and results of operations. While the duration and extent of the impact from the COVID19 pandemic depends on future developments that cannot be accurately predicted at this time and the ultimate business and economic impact remains unknown, the conditions caused by ~~this~~financing ~~pandemic could adversely affect demand for our products and services, all of which could adversely affect our business, results of operations and financial condition~~activities.

10Net cash provided by financing activities for the six months ended June 30, 2020 was $281,926. This is the proceeds from common shares issued in the Company for the period.

~~ITEM~~Off Balance 3.Sheet ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Arrangements

AsCompany does not have any off-balance sheet arrangements that have or are reasonably likely to have a ~~smaller~~current ~~reporting~~or ~~company"~~future ~~(as~~effect ~~defined~~on our byfinancial ~~§229.10(f)(1))~~condition, ~~the~~changes ~~Company~~in isfinancial ~~not~~condition, ~~required~~revenues toor ~~provide~~expenses, ~~the~~results ~~information~~of ~~required~~operations, byliquidity, ~~this~~capital ~~Item~~expenditures or capital resources that are material to our investors.

~~ITEM 4. CONTROLS AND PROCEDURES~~10

~~During the period ended March 31, 2020, there~~Critical ~~were~~Accounting noPolicies ~~changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f)~~ and ~~15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Estimates

~~Evaluation~~Critical accounting ofpolicies ~~Disclosure~~and ~~Controls~~estimates ~~and~~are ~~Procedures~~further discussed in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 9, 2020.

~~The~~Related ~~Company~~Party maintains "disclosure controls and procedures" as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed by the Company in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.Transactions

The Asbalances of ~~the~~due ~~end~~to ~~of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision~~ and ~~with~~due ~~the~~from ~~participation~~related ofparty ~~our~~corporations ~~chief~~at ~~executive~~June ~~officer and chief financial officer~~30, of2020 ~~the~~represent ~~effectiveness of~~advances ~~the design~~ and ~~operation~~payment ~~of our disclosure controls and procedures pursuant~~ from/to ~~Exchange~~related ~~Act~~party corporations ~~Rules~~which ~~13a-15(b)~~is ~~and 15d~~non-~~15(b). Based~~interest ~~upon this evaluation~~bearing, ~~our~~non-secured ~~chief executive officer~~ and ~~chief~~due ~~financial~~on ~~officer~~demand. ~~concluded~~The ~~that~~amount ~~our disclosure controls and procedures as~~ of ~~the~~$100,201 ~~end of the period covered by this Quarterly Report were effective to ensure~~ that ~~the material information required to be included in our Securities and Exchange Commission reports~~ is ~~accumulated~~recorded ~~and~~as ~~communicated~~due to ~~our management, including~~related ~~our~~parties ~~principal~~at ~~executive~~December ~~and financial officer~~31, as2019 ~~well~~are aseliminated ~~recorded,~~upon ~~processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company~~consolidation.

11The amounts due from related company at June 30, 2020 of $58,371 (December 31, 2019 - $Nil) is comprised of $50,290 (December 31, 2019 - $Nil) representing the net amounts transferred during the period and due from related companies. A former officer of the Company was Chief Executive Officer of the related companies. It also includes an amount of advance of $8,081 (December 31, 2019 - $Nil) to a shareholder of the Company. These amounts were made to provide working capital and are due on demand and have no set repayment terms.

~~PART~~The IIdue –to ~~OTHER~~related ~~INFORMATION~~parties at June 30, 2020 of $107,435 (December 31, 2019 - $100,201) is comprised of $76,939 (December 31, 2019 - $Nil) representing amount due to the company under significant influence of a shareholder of the Company. It also includes and amount of $30,496 (December 31, 2019 - $Nil) paid to shareholders of the Company. These amounts were made to provide working capital and are due on demand and have no set repayment terms

~~ITEM~~The total 1amount owing to the former directors and officers of the Company and corporations controlled by the former directors and officers, in relation to the services they provided to the Company in their capacity as Officers and service provider at June 30, 2020 was $54,436 (December 31, 2019 - $319,969) which includes expense reimbursements. ~~LEGAL~~This ~~PROCEEDINGS~~amount is reflected in accounts payable and is further described below.

~~From~~c) ~~time~~As toat ~~time~~June 30, we ~~may~~2020, ~~become~~the ~~involved~~Company inhad ~~various~~an ~~lawsuits~~amount owing to an entity owned and ~~legal~~controlled ~~proceedings~~by the former Chief Executive Officer of the Company of $Nil (December 31, ~~which~~2019 ~~arise~~- in$265,533). The amount owing relates to services provided by the ~~ordinary~~former ~~course~~Chief ofExecutive ~~business~~Officer and expense reimbursements. ~~However~~During the six months period ended June 30, ~~litigation is~~2020, ~~subject~~the toCompany ~~inherent~~issued ~~uncertainties~~3,319,162 ~~and~~shares anof ~~adverse~~the ~~result~~common stock to settle a debt owed by the company in amount $265,533. The $265,533 debt was owed to a corporation controlled by a former Chief Executive Officer of the company. The fair value of these shares, orin ~~other~~amount ~~matters~~of 232,342, ~~may~~was ~~arise~~determined ~~from~~by ~~time~~using tothe ~~time~~market ~~that~~price ~~may~~of ~~harm our~~the ~~business~~common stock as at the date of issuance. The Company recognized a Gain on settlement of debt in amount of $33,191 in statement of operations.

~~During~~d) ~~the~~As ~~year~~at ~~ended~~June ~~December 31~~30, ~~2017~~2020, the Company ~~learned that a class action complaint (the “Class Action Complaint”)~~ had ~~been~~an ~~filed~~amount ~~against~~owing ~~the~~to ~~Company,~~an ~~its Chief~~entity ~~Executive~~owned ~~Officer~~ and ~~its~~controlled ~~Chief~~by ~~Financial Officer in~~ the ~~United~~former ~~States~~Secretary ~~District~~of ~~Court for~~ the ~~District~~Company of ~~New Jersey. The Class Action Complaint alleges~~$54,436 ~~inter~~(December ~~alia~~31, ~~that~~2019 ~~defendants~~- ~~violated the federal securities laws by~~$54,436). ~~among~~The ~~other~~amount ~~things,~~owing ~~failing to~~relates ~~disclose that the Company was engaged in an unlawful scheme~~ to ~~promote~~services ~~its~~provided ~~stock. The~~by ~~Company has been served with~~ the ~~Class~~ ~~Action~~then ~~Complaint. The~~Secretary ~~Company has analyzed the Class Action Complaint~~ and, ~~based~~expense ~~on that analysis, has concluded that it is legally deficient and otherwise without merit~~reimbursements. ~~The Company intends to vigorously defend against these claims.~~

~~Also during~~ During the ~~year~~period ~~ended~~ending ~~December~~June 3130, ~~2017~~2020, ~~the~~ ~~Company~~$307,601 ~~learned that two derivative complaints~~ (~~the~~Issuance ~~“Derivative Complaints”) on behalf~~ of ~~the~~shares ~~Company~~for ~~have~~service ~~been filed~~– ~~against the Company’s Directors and Chief Executive Officer~~250, ~~President~~000, ~~Corporate~~stock ~~Secretary,~~options ~~and~~expenses ~~Chief~~- ~~Financial Officer~~$57, ~~and~~601) ~~nominally against the Company, in Nevada state and federal court. The state court action subsequently~~ was ~~removed to~~ ~~federal~~recognized ~~court. The~~for ~~Derivative~~share-based ~~Complaints~~payments ~~allege,~~expense ~~inter~~to ~~alia,~~directors ~~that~~and ~~the Company’s~~ officers ~~and~~of ~~directors directed~~ the ~~Company~~ ~~to undertake an unlawful scheme to promote its stock~~Company. ~~The~~ ~~Company~~No ~~has~~expense ~~been~~for ~~served~~share ~~with~~based ~~the~~payments ~~Derivative~~to ~~Complaints.~~ directors ~~The Company has analyzed them~~ and, ~~based~~officers onwas ~~its~~recognized ~~analysis,~~during ~~has concluded that~~ the ~~Derivative~~period ~~Complaints~~ending ~~are~~June ~~legally~~30, ~~deficient and otherwise without merit~~2019. ~~The Company intends to vigorously defend against these claims.~~

~~On August 7, 2018, the United States District~~As ~~Court~~at ~~for~~June ~~the District of New Jersey dismissed the Class Action Complaint. Additionally~~30, ~~subsequent to the year end on August 21~~2020, ~~2018,~~ the Company ~~was~~had ~~served~~an ~~with~~amount ~~the~~owing ~~Second Amended Complaint in the District of New Jersey. The Company filed a motion~~ to ~~dismiss~~ the ~~Second~~Chief ~~Amended~~Executive ~~Complaint~~Officer onfor ~~September 18~~$29,352 ~~2018. On~~(December ~~January 23~~31, 2019, ~~the~~- ~~United~~$Nil), ~~States District Court for~~included ~~the~~in ~~District~~Accounts ofpayable ~~New~~and ~~Jersey~~accrued ~~dismissed the Second Amended Complaint with prejudice~~liabilities. ~~Plaintiff~~ ~~filed~~The aamount ~~motion~~owing ~~for~~relates ~~reconsideration of the dismissal order on February 7, 2019. On May 14, 2019, the Plaintiff’s motion~~ to ~~reconsider~~services ~~was~~provided ~~denied.~~and Onis ~~June 27,~~recorded ~~2019,~~as ~~the~~consulting ~~plaintiffs filed an appeal with United States Court of Appeals for the Third Circuit~~expenses. ~~On March 12, 2020, the United States Court of Appeal for the Third Circuit dismissed the Third appeal.~~

~~The~~As at ~~Company~~June ~~was~~30, ~~also~~2020, ~~served~~the ~~with~~Company ahad ~~third~~an ~~derivative action,~~amount ~~which~~owing ~~was~~to ~~filed~~the ~~March~~Chief ~~23,~~Financial ~~2018,~~Officer ~~against~~for ~~the~~$6,865 ~~Company’s~~(December ~~Directors~~31, ~~and~~2019 ~~Chief~~- ~~Executive Officer~~$Nil), ~~President,~~included in ~~and~~Accounts ~~Corporate Secretary,~~payable and ~~nominally~~accrued ~~against~~liabilities. ~~the~~The ~~Company,~~amount inowing ~~Nevada~~relates ~~state~~to ~~court. Subsequently,~~services ~~this~~provided ~~case~~and ~~was~~is ~~removed~~recorded toas ~~federal~~consulting ~~court~~expenses.

1211

ITEM 1A 3. ~~RISK~~QUANTITATIVE ~~FACTORS~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The Company, as a~~As "a smaller reporting company" (as defined by §229.10(f)(1)), the Company is not required to provide the information required by by this Item.

ITEM 2 4. ~~RECENT~~CONTROLS ~~UNREGISTERED~~AND ~~SALES OF EQUITY SECURITIES~~PROCEDURES

InDuring the ~~January~~period ended June 30, 2020, ~~the Company~~there ~~issued~~were ~~757,575~~no ~~non-registered~~changes ~~shares~~in ofour ~~the~~internal ~~Company's~~controls ~~common~~over ~~stock.~~financial ~~The~~reporting ~~net~~(as ~~proceeds~~defined in ~~amount~~Rule of13a- 15(f) ~~$34~~and 15d-15(f) under the Exchange Act) that have materially affected,~~091~~ ~~was~~or ~~received in~~are ~~December~~reasonably 31likely to materially affect, ~~2019~~our internal control over financial reporting.

~~In January 2020, the~~Evaluation ~~Company completed a private placement for the sale~~ of ~~non-registered~~Disclosure ~~shares~~Controls ofand ~~the Company's common stock. As a result of the private placement 3,030,300 non-registered shares of the Company's common stock was issued for gross proceeds of $136,584.~~Procedures

InThe Company ~~January~~maintains ~~2020,~~"disclosure ~~the Company~~controls ~~issued~~and ~~3,319,162~~procedures" ~~shares~~as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange ~~common~~Act, ~~stock~~that are designed to ~~settle~~ensure athat ~~debt~~information ~~owed~~required to be disclosed by the ~~company~~Company in ~~amount~~reports ~~$265~~that are filed or submitted under the Exchange Act is recorded,~~533.~~ ~~The~~processed, ~~$265~~summarized,~~533~~ ~~debt~~and reported within the time periods specified in SEC rules ~~was~~and ~~owed~~forms, and such information is accumulated and communicated to aour ~~corporation~~management, ~~controlled~~including byour achief ~~former~~executive ~~Chief~~officer ~~Executive~~and ~~Officer~~chief financial ofofficer, ~~the~~as ~~company~~appropriate, to allow timely decisions regarding required disclosure.

OnAs of ~~March~~the 1,end ~~2020~~of the period covered by this Quarterly Report, the Company ~~decided~~carried toout ~~issue 2~~an evaluation,~~000,000~~ ~~shares~~under ofthe supervision and with the ~~common~~participation ~~stock~~of toour ~~Chief~~chief ~~Executive~~executive officer and chief financial officer, of the ~~Company~~effectiveness asof ~~compensation~~the ~~for~~design ~~services.~~and ~~The~~operation of ~~fair~~our ~~value~~disclosure ofcontrols ~~these~~and ~~shares~~procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, inour ~~amount~~chief ofexecutive ~~$250,000,~~officer ~~was~~and ~~determined~~chief byfinancial ~~using~~officer ~~the~~concluded ~~market~~that ~~price~~our ofdisclosure ~~the~~controls ~~common~~and ~~stock~~procedures as atof the ~~date~~end of the ~~decision~~period covered by this Quarterly Report were effective to ~~issue~~ensure ~~and~~that ~~charged~~the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to ~~statement~~our ofmanagement, ~~operations.~~including ~~The~~our ~~shares~~principal ~~were~~executive and ~~issued~~financial officer, as well as recorded, processed, summarized and reported within the time periods specified in ~~April~~Securities and ~~2020~~Exchange Commission rules and forms relating to the Company.

In March 2020, the company issued 1,160,000 shares of the common stock to as compensation for services rendered. The fair value of these shares, in amount of $145,000, was determined by using the market price of the common stock as at the date of issuance.12

InPART ~~March~~II ~~2020, the Company completed a private placement for the sale of non~~-~~registered~~ ~~shares~~OTHER of the Company's common stock. As a result of the private placement 300,000 non-registered shares of the Company's common stock were issued for gross proceeds of $15,000. The shares were issued in April 2020.INFORMATION

~~Purchases~~ITEM 1. ofLEGAL ~~Our Equity Securities~~PROCEEDINGS

NoFrom time ~~repurchases~~to oftime, ~~our~~we ~~common~~may ~~stock~~become ~~were~~involved ~~made~~in various lawsuits and legal proceedings, which arise in the ordinary course of business. ~~during~~However, ~~our~~litigation ~~three-month~~is ~~ended~~subject ~~March~~to 31inherent uncertainties, ~~2020~~and an adverse result in these, or other matters, may arise from time to time that may harm our business.

13a) During the year ended December 31, 2017, the Company learned that a class action complaint (the “Class Action Complaint”) had been filed against the Company, its Chief Executive Officer and its Chief Financial Officer in the United States District Court for the District of New Jersey. The Class Action Complaint alleges, inter alia, that defendants violated the federal securities laws by, among other things, failing to disclose that the Company was engaged in an unlawful scheme to promote its stock. The Company has been served with the Class Action Complaint. The Company has analyzed the Class Action Complaint and, based on that analysis, has concluded that it is legally deficient and otherwise without merit.

~~ITEM~~On August 37, 2018, the United States District Court for the District of New Jersey dismissed the Class Action Complaint. ~~EXHIBITS~~Additionally, subsequent to the year end on August 21, 2018, the Company was served with the Second Amended Complaint in the District of New Jersey. The Company filed a motion to dismiss the Second Amended Complaint on September 18, 2018. On January 23, 2019, the United States District Court for the District of New Jersey dismissed the Second Amended Complaint with prejudice. Plaintiff filed a motion for reconsideration of the dismissal order on February 7, 2019. On May 14, 2019, the Plaintiff’s motion to reconsider was denied. On June 10, 2019, the plaintiffs filed an appeal with United States Court of Appeals for the Third Circuit. As of May 27, 2020, the Class Action Complaints, including applicable appeals, have been settled or dismissed by the parties and the applicable courts

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Also during the year ended December 31, 2017, the Company learned that two derivative complaints (the “Derivative Complaints”) on behalf of the Company have been filed against the Company’s Directors and Chief Executive Officer, President, Corporate Secretary, and Chief Financial Officer, and nominally against the Company, in Nevada state and federal court. The state court action subsequently was removed to federal court. The Derivative Complaints allege, inter alia, that the Company’s officers and directors directed the Company to undertake an unlawful scheme to promote its stock. The Company has been served with the Derivative Complaints. The Company has analyzed them and, based on its analysis, has concluded that the Derivative Complaints are legally deficient and otherwise without merit.

14The Company was also served with a third derivative action, which was filed March 23, 2018, against the Company’s Directors and Chief Executive Officer, President, and Corporate Secretary, and nominally against the Company, in Nevada state court. Subsequently, this case was removed to federal court. As of May 27, 2020, the Derivative Complaint, including applicable appeals, have been settled or dismissed by the parties and the applicable courts.

~~SIGNATURES~~As of date hereof, there are no legal proceedings involving the Company.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~13

	Zoompass Holdings, Inc.,
Date: May 14, 2020	/s/ Emanuel (Manny) Bettencourt
	Emanuel (Manny) Bettencourt Chief Executive Officer (Principal Executive Officer)

ITEM 1A. RISK FACTORS

15The Company, as a "smaller reporting company" (as defined by §229.10(f)(1)), is not required to provide the information required by this Item.

ITEM 2. RECENT UNREGISTERED SALES OF EQUITY SECURITIES

In January 2020, the Company issued 757,575 non-registered shares of the Company's common stock. The net proceeds in amount of $34,091 was received in December 31, 2019.

In January 2020, the Company completed a private placement for the sale of non-registered shares of the Company's common stock. As a result of the private placement 3,030,300 non-registered shares of the Company's common stock was issued for gross proceeds of $136,584.

In January 2020, the Company issued 3,319,162 shares of the common stock to settle a debt owed by the company in amount $265,533. The $265,533 debt was owed to a corporation controlled by a former Chief Executive Officer of the company. The fair value of these shares, in amount of 232,342, was determined by using the market price of the common stock as at the date of issuance. The Company recognized a Gain on settlement of debt in amount of $33,191 in statement of operations.

In March 2020, the Company completed a private placement for the sale of non-registered shares of the Company's common stock. As a result of the private placement 300,000 non-registered shares of the Company's common stock was issued in April 2020 for gross proceeds of $15,000.

In April, 2020, the Company issued 2,000,000 shares of the common stock to Chief Executive of the Company as compensation for services. The fair value of these shares, in amount of $250,000, was determined by using the market price of the common stock as at the date of decision to issue and charged to statement of operations.

In June 2020, the Company issued total of 551,394 non-registered shares of common stock for net proceeds in the amount of $137,002.

Shares to be issued

On April 20, 2020, the Company and its shareholders entered into a Share Exchange Agreement with Blockgration Global Corp. (“BGC”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange 100% of the outstanding equity stock of BGC held by its shareholders for shares of common stock of the Company. Under the terms of the amended agreement, the Company will issue fourty one million three hundred and thirteen thousand four hundred and thirty (41,313,400) newly issued shares of the common stock and fifty six million one hundred and eighty six thousand five hundred and sixty (56,186,560) share purchase warrants to the shareholders of the Company. Each warrant is exercisable into one common share of the Company at an exercise price of $0.25 within three years of the issue date.

Purchases of Our Equity Securities

No repurchases of our common stock were made during our six-month ended June 30, 2020.

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

Zoompass Holdings, Inc.,

Date: August 19, 2020

/s/ Emanuel (Manny) Bettencourt

Emanuel (Manny) Bettencourt Chief Executive Officer (Principal Executive Officer)

Filing Compare · Zoompass Holdings, Inc.