SecProbe.io

CORRESP
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Correspondence

    Law
                                         Offices of Scott C. Kline, Esq.

dba
Kline Law Group

15615
Alton Parkway, Suite 450

Irvine,
CA 92618

T
– 949.271.6355

F
– 949.271.6301

Robert
Littlepage

Accounting
Branch Chief

Office
of Consumer Products

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Re:
                                         Zoompass Holdings, Inc.

                                         Form 10-K for the year ended December 31, 2019 Filed April 9, 2020

                                         Form 8-K/A dated August 10, 2020

                                         Filed August 10, 2020

                                         Form 10-Q for the period ended June 30, 2020 Filed August 19, 2020

                                         File No. 000-55792

Dear
Mr. Littlepage:

I
write on behalf of my client, Zoompass Holdings, Inc. (the “Company”), regarding the above-referenced matter. The
Company requested us, as its legal counsel, to respond to your September 14, 2020, letter written on behalf of the United States
Securities and Exchange Commission (the “Commission”).

Set
forth below are the Company’s responses to the Staff’s comments. Factual information provided herein has been provided
to us by the Company. The numbering of the responses corresponds to the numbering of comments in the letter from the Staff.

Form
8-K filed August 10, 2020

Exhibit
99.1 Blockgration Global Corp. audited financials for the fiscal year ended December 31, 2019 and 2018, page 3

Comment
1.	     We note that Blockgration made a significant acquisition of another company (Zuum Global Services) on January 2, 2020 and
that the operations of Blockgration prior to the acquisition of Zuum appear to be minimal. Therefore, the financial statements
of Blockgration filed pursuant to Rule 8-04 of Regulation S-X are substantially incomplete in the absence of historical financial
statements of Zuum prior to the acquisition by Blockgration. Please provide audited financial statements of Zuum Global Services
for the periods required pursuant to Rule 804 of Regulation S-X, since Zuum Global Services is a significant acquiree of Blockgration.

United
States Securities and Exchange Commission

November
4, 2020

Page
2 of 5

 Response: On
                                         May 31, 2020, the Company closed the acquisition of Blockgration Global Corp. and its
                                         subsidiaries (“BGC”). Management with the assistance of external valuation
                                         specialist determined the preliminary fair value of the net assets acquired and summarized
                                         the preliminary allocation of purchase price of BGC in Note 3 of the Interim Condensed
                                         Consolidated financial statements for the six months ended June 30, 2020, filed on Form
                                         10-Q on August 19, 2020.

We
applied the significance test in aggregate to the BGC net assets acquired and to each individual business subsidiaries of BGC.
We concluded that none of the individual subsidiaries of BGC are individually significant (less than 20% significance level) and
hence pursuant to Rule 8-04 of Regulation S-X we submitted the historical financial statements of Blockgration Global Corp from
the date of incorporation, April 4, 2018 to March 31, 2020.

Zuum
Global Services (“Zuum”) was incorporated on March 23, 2019 and did not have significant business operations during
the period ended December 31, 2019 prior to the date of acquisition by Blockgration Global Corp., being acquisition of 70% interest
in Zuum. The fair value of the net assets of BGC acquired by the Company as at May 31, 2020 was determined to be $18,900,320.
The fair value of the net assets of Zuum as at May 31, 2020 including goodwill was determined to be $1,234,292.

Below
is the breakdown of the fair value of net assets acquired for BGC and Zuum

      BGC
     Zuum

    Total
    Tangible assets
      440,970
      41,679

    Total
    Intangible assets
      4,385,000
      232,000

    Goodwill
      16,711,559
      1,520,030

    Total
    liabilities
      (908,530 )
      (30,435 )

    Non
    controlling interest
      (1,728,679 )
      (528,982 )

    Net
    assets acquired
      18,900,320
      1,234,292

We
performed the three-significance test of the acquired business and understand that the significance level of the target is based
on the highest percentage calculated by the three tests.

United
States Securities and Exchange Commission

November
4, 2020

Page
3 of 5

We
note that under the Income test the pre-tax income for Blockgration Global Corp. and for Zuum for the period ended December 31,
2019, prior to the acquisition of Zuum by Blockgration Global Corp. is as follows:

    Blockgration
                                         Global Corp.

 (audited)

    Zuum
    Global Services (unaudited)

    Revenue
      57,341
      37,787

    Expenses
      587,573
      56,417

    Pre-tax
    income (loss)
      (530,232 )
      (18,630 )

The
pre-tax income (loss) for Zuum is less than the 20% significance level. We refer to Blockgration Global Corp. audited financial
statements for the year ended December 31, 2019 and 2018 filed by Form 8-K/A, Exhibit 99.1.

In
conclusion, we believe that the historical financial statements of Blockgration is filed in compliance with Rule 8-04 of Regulation
S-X. Zuum Global Services, incorporated on March 23, 2019 had minimal operations as compared to Blockgration prior to its acquisition.

Form
10-Q for the period ended June 30, 2020

Financial
Statements

Note
5 - Intangible Assets, Goodwill and Impairment, page F-15

Comment
2. 	     We note that [you] recognized $13.4 million of impairment of goodwill in the three month period ended June 30, 2020. Please
expand the disclosure to explain the reason for the timing and amount of the impairment, including a detailed explanation of the
reason for such impairment during the same period as the consummation of the acquisition of Blockgration. Please also expand MD&A
accordingly.

 Response: We
                                         note the staff comments for expanded disclosure to Note 5, regarding the impairment of
                                         goodwill. The referenced Form 10-Q will be amended to include the following paragraph
                                         to the Note 5 of the financial statements and the same to the MD&A disclosure.

“We
test goodwill for impairment at the reporting level annually and more often if an event occurs or circumstances change that indicate
the fair value of a reporting unit is below its carrying amount. The qualitative factors we considered include, general macroeconomic
conditions, industry and market conditions, cost factors, events or changes affecting the composition or carrying amount of the
net assets of our reporting unit, volatility in our share price and other relevant entity-specific events. During the three months
period ended June 30, 2020, the Company acquired Blockgration and its subsidiaries, triggering a substantial event. At June 30,
2020, we elected to perform a quantitative assessment of impairment of the reporting unit and determined on the basis of those
assessments that the fair value of the reporting unit is less than the carrying amounts, thus requiring an impairment loss of
$13,243,071 to be recognized. The estimate of the implied fair value of goodwill was determined based on an estimate of the discounted
cash flows expected to result from the reporting unit.”

United
States Securities and Exchange Commission

November
4, 2020

Page
4 of 5

The
Company acknowledges that:

1.       The
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.       Staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
to the filing; and

3.       The
Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please
feel free to contact us directly with any questions or comments. Thank you in advance for your assistance.

Very
Truly Yours,

/s/
Scott Kline, Esq.

Scott
Kline, Esq.

cc:
Zoompass Holdings, Inc.

Mr.
Shibu Abraham, CFO

Enclosure

United
States Securities and Exchange Commission

November
4, 2020

Page
5 of 5

Securities
and Exchange Commission

Response
Letter Dated November 4, 2020

CERTIFICATION
SIGNED

In
connection with this letter, the Company hereby acknowledges the following:

 1. The
                                         Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 2. Staff
                                         comments or changes to disclosure in response to staff comments do not foreclose the
                                         Commission from taking any action with respect to the filing; and

 3. The
                                         Company may not assert staff comments as a defense in any proceeding initiated by the
                                         Commission or any person under the federal securities laws of the United States.

Very
truly yours,

/s/
Shibu Abraham

Shibu
Abraham

Chief
Financial Officer

Zoompass
Holdings, Inc.