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Discontinued Operations And Deconsolidation | 9 Months Ended
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Sep. 30, 2025
Discontinued Operations And Deconsolidation [Abstract] |
DISCONTINUED OPERATIONS AND DECONSOLIDATION | NOTE 4 – DISCONTINUED OPERATIONS AND DECONSOLIDATION In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. Disposition of a Subsidiary: On November 8, 2024, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with a shareholder of the Company and a subsidiary of the Company to sell the subsidiary to the shareholder or his nominee subject to the Company obtaining shareholder approval. As required by the Settlement Agreement, a Share Purchase Agreement was entered into between the same parties dated December 23, 2024 providing that the Company, subject to it obtaining shareholder approval, will sell the subsidiary to the officer of the Company in consideration of GBP 1,000. On August 5, 2025, the Company was notified that on July 29, 2025, Match Financial, the subsidiary’s direct parent, was placed into administration in the United Kingdom pursuant to the Insolvency Act 1986 resulting in the appointment of two administrators (the “Administrators”). The administration was initiated by the shareholder. According to the notice sent to the Company, on July 29, 2025, the Administrators completed a pre-packaged sale of Match Financial’s entire shareholding of the subsidiary to a newly formed entity owned by Mr. Khurshid. The transaction results in the divestiture of the subsidiary effective as of July 29, 2025. The subsidiary comprises our financial services operating segment. As a result of the planned disposition of the subsidiary, the financial services operating segment meets the held for sale criteria of ASC 205-20. Accordingly, the historical results of operations of the financial services operating segment has been reflected as discontinued operations in our consolidated financial statement for all periods prior to the Settlement Agreement on November 8, 2024. During the preparation of the consolidated financial statements for the quarter ended June 30, 2025, management was unable to obtain complete financial data from the subsidiary due to the subsidiary’s personnel being uncooperative, not providing the information needed and loss of direct access to the subsidiary’s systems. As a result, the financial results of the discontinued operations for the period beginning April 1, 2025 and ending July 29, 2025 are based on reasonable estimates derived from historical operating trends and partial information available to the Company. Management believes the estimates used are reasonable under the circumstances. Furthermore, as a result of the sale of the subsidiary completed during the administration, the Company deconsolidated the subsidiary as of July 29, 2025. Therefore, the Company reported no assets or liabilities of the subsidiary as of September 30, 2025 and recognized a net gain on deconsolidation of approximately $2,491,000, which has been reflected as a component of other (expense) income on the accompanying consolidated statements of operations and comprehensive loss. Summary Reconciliation of Discontinued Operations The following tables present the balance sheets and the results of operations of the Company classified as discontinued operations for the periods presented:
|  | September 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
|  | (Unaudited) |  |  | (Audited) |
ASSETS |  |  |  |  |  |
CURRENT ASSETS: |  |  |  |  |  |
Cash and cash equivalents |  | $ | - |  |  | $ | 148,679 |
Customer custodial funds |  |  | - |  |  |  | 811,265 |
Customer digital currency assets |  |  | - |  |  |  | 22,930 |
Digital assets |  |  | - |  |  |  | 550 |
Due from affiliates |  |  | - |  |  |  | 50,768 |
Other current assets |  |  | - |  |  |  | 54,860 |
TOTAL CURRENT ASSETS |  |  | - |  |  |  | 1,089,052 |
NON-CURRENT ASSETS: |  |  |  |  |  |  |  |
Intangible assets, net |  |  | - |  |  |  | 14,887 |
TOTAL NON-CURRENT ASSETS |  |  | - |  |  |  | 14,887 |
TOTAL ASSETS |  | $ | - |  |  | $ | 1,103,939 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT |  |  |  |  |  |  |  |
CURRENT LIABILITIES: |  |  |  |  |  |  |  |
Accounts payable |  | $ | - |  |  | $ | 504,249 |
Customer custodial cash liabilities |  |  | - |  |  |  | 972,941 |
Customer digital currency liabilities |  |  | - |  |  |  | 10,514 |
Due to affiliates |  |  | - |  |  |  | 479,608 |
Loans payable - related parties, current |  |  | - |  |  |  | 682,875 |
Interest payable - related parties, current |  |  | - |  |  |  | 203,755 |
Accrued expenses and other current liabilities |  |  | - |  |  |  | 308,567 |
TOTAL CURRENT LIABILITIES |  |  | - |  |  |  | 3,162,509 |
NON-CURRENT LIABILITIES: |  |  |  |  |  |  |  |
Loan payable - related parties, net of current portion |  |  | - |  |  |  | 17,368 |
TOTAL NON-CURRENT LIABILITIES |  |  | - |  |  |  | 17,368 |
TOTAL LIABILITIES |  |  | - |  |  |  | 3,179,877 |
|  | For the Three Months Ended September 30, |  |  | For the Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
REVENUES |  |  |  |  |  |  |  |  |  |  |  |
Revenue - financial services |  |  | 83,309 |  |  |  | 226,960 |  |  |  | 568,860 |  |  |  | 661,931 |
Total revenues |  |  | 83,309 |  |  |  | 226,960 |  |  |  | 568,860 |  |  |  | 661,931 |
COSTS OF REVENUES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue - financial services |  |  | 16,371 |  |  |  | 15,558 |  |  |  | 95,929 |  |  |  | 128,492 |
Total costs of revenues |  |  | 16,371 |  |  |  | 15,558 |  |  |  | 95,929 |  |  |  | 128,492 |
GROSS PROFIT (LOSS) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross profit (loss) - financial services |  |  | 66,938 |  |  |  | 211,402 |  |  |  | 472,931 |  |  |  | 533,439 |
Total gross profit (loss) |  |  | 66,938 |  |  |  | 211,402 |  |  |  | 472,931 |  |  |  | 533,439 |
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Advertising |  |  | 2,260 |  |  |  | 113 |  |  |  | 9,950 |  |  |  | 23,036 |
Professional fees |  |  | 36,480 |  |  |  | 165,950 |  |  |  | 273,835 |  |  |  | 599,978 |
Compensation and related benefits |  |  | 42,327 |  |  |  | 157,419 |  |  |  | 331,057 |  |  |  | 591,856 |
Amortization of intangible assets |  |  | 1,030 |  |  |  | 3,445 |  |  |  | 7,727 |  |  |  | 10,360 |
Other general and administrative |  |  | 20,343 |  |  |  | 114,559 |  |  |  | 169,187 |  |  |  | 235,241 |
Total operating expenses |  |  | 102,440 |  |  |  | 441,486 |  |  |  | 791,756 |  |  |  | 1,460,471 |
LOSS FROM OPERATIONS |  |  | (35,502 | ) |  |  | (230,084 | ) |  |  | (318,825 | ) |  |  | (927,032 | )
OTHER (EXPENSE) INCOME: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense - related parties |  |  | (23,318 | ) |  |  | (149,523 | ) |  |  | (189,664 | ) |  |  | (161,029 | )
Gain on termination of GSS GSA – related party |  |  | - |  |  |  | 6,082,962 |  |  |  | - |  |  |  | 6,082,962 |
Other income (expense) |  |  | (1,444 | ) |  |  | (31,136 | ) |  |  | 47,518 |  |  |  | (14,943 | )
Total other income (expense), net |  |  | (24,762 | ) |  |  | 5,902,303 |  |  |  | (142,146 | ) |  |  | 5,906,990 |
LOSS BEFORE INCOME TAXES |  |  | (60,264 | ) |  |  | 5,672,219 |  |  |  | (460,971 | ) |  |  | 4,979,958 |
INCOME TAXES |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
NET LOSS FROM DISCONTINUED OPERATIONS |  | $ | (60,264 | ) |  |  | 5,672,219 |  |  |  | (460,971 | ) |  | $ | 4,979,958 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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