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Discontinued Operations And Deconsolidation

9 Months Ended

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