Entry into a Material Definitive

As previously disclosed on October 22, 2018, in a Form 8-K for Zoompass Holdings, Inc. (the Company), the Company and Virtublock Global Corp. (Virtublock) entered into that certain Stock Purchase Agreement, dated October 17, 2018, pursuant to which the Company purchased certain business assets that represents a business from Virtublock (the

Assets

) in consideration of the issuance of 44,911,724 shares of Company common stock (the Stock Purchase Agreement). Virtublock is controlled by Mahmoud Hashem, a former officer and director of the Company.

Following entry into the Stock Purchase Agreement, the Company determined that the Assets should be deemed impaired because such Assets have a market price less than the value initially listed on the Company's balanc e sheet or assumed/set forth in the Stock Purchase Agreement.

As a result of such impairment, the parties entered into a General Release agreement, dated November 29, 2019, pursuant to which the Stock Purchase Agreement was deemed cancelled, 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 assigned and transferred the 44,911,724 shares of common stock of the Company to the Company for cancellation. As a result such shares were cancelled and the total outstanding shares of the Company was reduced from 116,095,498 to 71,183,774, as of February 27, 2020. This reversal of the 44,911,724 shares of common stock will be recognized in the Q4 financials of Zoompass Holdings Inc.

Zoompass Holdings Inc, complete a transaction with a third party Canadian entity which resulted in the issuance of 3,319,162 shares. These shares were part of an assignment agreement to retire debt owed to the former CEO of Zommpass.

Item 3.02 Unregistered Sales of Equity Securities.

On February 26, 2020, the sole director of Zoompass Holdings, Inc. (the Company), approved the issuance of approximately 3,250,000 shares of common stock to officers and directors and a consultant for services, effective March 1, 2020, as follows:

Steve Roberts

1,000,000 shares*

Emanuel (Manny) Bettencourt

2,000,000 shares

Scott Kline

160,000 shares

* Mr. Roberts share issuance remains subject to ratification by the full board following appointment of additional directors to fill vacancies described below.

These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a public offering as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the purchasers agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a public offering. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 26, 2020, Steven Roberts, the sole director of the Company appointed Emanuel (Manny) Bettencourt and Mahendra Naik to fill vacancies on the Board of Directors, each effective March 1, 2020. Mr. Roberts will remain on the Board of Directors as Chairman.

Also, effective March 1, 2020, Mr. Roberts resigned as interim Chief Executive Office and appointed Mr. Bettencourt as Chief Executive Officer and interim Chief Financial Officer and interim Secretary. The Board intends to fill the CFO and Secretary positions as soon as possible.

Emanuel (Manny) A. Bettencourt

Mr. Bettnecourt has been the Chairman & CEO of Sensor Technologies Inc. since December 2019. He has also been the Executive Chairman of W2E technology Corp. since January 2018, and Managing Director of First Principles Group Inc. since May 2002. From January 2018 until November 2018, Mr. Bettencourt was CEO and Founder of Demand Power Group Inc. Previously, he served as CFO of Distinct Infrastructure Group from August 2015 through December 2017.

Mr. Bettencourt is a graduate of the University of Toronto at Mississauga (B.COMM 1995) and holds both a CPA, CA designation.

Mahendra Naik

From 1981 through 1990 Mr. Naik served as Audit Assistant at Pricewaterhouse Coopers (PWC). From 1990 to present , Mr. Naik served as the President at FinSec Services Inc. From 1990 through 2020, Mr. Naik served as Chief Financial Officer, Director, member of Audit, Compensation and Special committees at IAMGOLD Corporation. From 2005 to present Mr. Naik served as Chairman of the Board at Fortune Minerals Limited. From 2000 through 2014 Mr. Naik served as Chief Financial Officer and Senior Business Executive at Fundeco Inc. Mr. Naik earned his Bachelors of Commerce Degree in 1985 from the University of Toronto, in Ontario.

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Signatures

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 hereunto duly authorized.

ZOOMPASS HOLDINGS, INC.

Dated:February 28, 2020

By

: /s/ Steve Roberts

Steve Roberts Interim Chief Executive Offic

e

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Other recent filings from the company include the following:

Financial Statements and - June 22, 2020

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