Discontinued Operations

3 Months Ended

Mar. 31, 2025

Dec. 31, 2024

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 4 – DISCONTINUED OPERATIONS

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 (approximately $1,294 at March 31, 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.

General Support Services Reporting Segment: In connection with a securities and purchase agreement and call option the Company entered into on December 15, 2024 to acquire a business (see Note 12) and the disposition of a subsidiary, the Company’s business will be focused on the defense sector. As of December 15, 2024, the Company determined that it would cease operations of its General Support Services operating segment. As a result, the general support services operating segment meets the discontinued operations 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 December 15, 2024.

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:

		March 31,				December 31,
		2025				2024
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	14,533			$	148,679
Customer custodial funds			1,260,839				811,265
Customer digital currency assets			813,165				22,930
Digital assets			407				550
Due from affiliates			-				50,768
Other current assets			38,176				54,860

TOTAL CURRENT ASSETS			2,127,120				1,089,052

NON-CURRENT ASSETS:
Intangible assets, net			11,646				14,887

TOTAL NON-CURRENT ASSETS			11,646				14,887
TOTAL ASSETS		$	2,138,766			$	1,103,939

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable		$	526,045			$	504,249
Customer custodial cash liabilities			2,221,182				972,941
Customer digital currency liabilities			9,057				10,514
Due to affiliates			515,406				479,608
Loans payable - related parties, current			704,043				682,875
Interest payable - related parties, current			245,008				203,755
Accrued expenses and other current liabilities			214,495				308,567

TOTAL CURRENT LIABILITIES			4,435,236				3,162,509

NON-CURRENT LIABILITIES:
Loan payable - related parties, net of current portion			17,906				17,368

TOTAL NON-CURRENT LIABILITIES			17,906				17,368

TOTAL LIABILITIES			4,453,142				3,179,877

		For the Three Months Ended March 31,
		2025				2024
REVENUES
Revenue - financial services		$	187,469				259,757
Total revenues			187,469				259,757

COSTS OF REVENUES
Cost of revenue - financial services			22,132				63,196
Total costs of revenues			22,132				63,196

GROSS PROFIT (LOSS)
Gross profit (loss) - financial services			165,337				196,561
Total gross profit (loss)			165,337				196,561

OPERATING EXPENSES:
Advertising			-				20,568
Professional fees			105,227				206,660
Compensation and related benefits			134,640				239,848
Amortization of intangible assets			3,275				3,466
Other general and administrative			74,210				60,693

Total operating expenses			317,352				531,235

LOSS FROM OPERATIONS			(152,015	)			(334,674	)

OTHER (EXPENSE) INCOME:
Interest expense - related parties			(80,703	)			(308	)
Other income (expense)			49,963				766

Total other income (expense), net			(30,740	)			458

LOSS BEFORE INCOME TAXES			(182,755	)			(334,216	)

INCOME TAXES			-				-

NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS		$	(182,755	)		$	(334,216	)

NOTE 5 – DISCONTINUED OPERATIONS

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 (approximately $1,255 at December 31, 2024).

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.

General Support Services Reporting Segment: In connection with a securities and purchase agreement and call option the Company entered into on December 15, 2024 to acquire a business (see Note 15) and the disposition of a subsidiary, the Company’s business will be focused on the defense sector. As of December 15, 2024, the Company determined that it would cease operations of its General Support Services operating segment. As a result, the general support services operating segment meets the discontinued operations 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 December 15, 2024.

Summary Reconciliation of Discontinued Operations

The following table presents the results of operations of the Company classified as discontinued operations for the periods presented:

		Three months ended December 31,				For the Years Ended September 30,
		2024				2024				2023
REVENUES
Revenue - general support services - related party		$	—			$	4,800,000			$	19,200,000
Revenue - financial services			403,558				1,113,461				2,097,642
Total revenues			403,558				5,913,461				21,297,642

COSTS OF REVENUES
Cost of revenue - general support services - related party			—				4,650,000				18,775,000
Cost of revenue - financial services			42,944				264,945				2,865,783
Total costs of revenues			42,944				4,914,945				21,640,783

GROSS PROFIT (LOSS)
Gross profit - general support services - related party			—				150,000				425,000
Gross profit (loss) - financial services			360,614				848,516				(768,141	)
Total gross profit (loss)			360,614				998,516				(343,141	)

OPERATING EXPENSES:
Advertising			91				44,488				15,243
Professional fees			187,006				747,252				857,364
Compensation and related benefits			159,240				825,315				702,625
Amortization of intangible assets			3,370				13,813				8,549
Bad debt expense – related parties			—				6,141,000				650,285
Other general and administrative			75,534				300,071				226,262
Impairment loss			—				—
Total operating expenses			425,241				8,071,939				2,460,328

LOSS FROM OPERATIONS			(64,627	)			(7,073,423	)			(2,803,469	)

OTHER (EXPENSE) INCOME:
Interest expense - related parties			(82,186	)			(162,621	)			(1,213	)
Loss on extinguishment of vendor obligations			—				—
Gain on extinguishment of vendor obligations			—				—
Gain on termination of GSS GSA – related party			—				6,082,962
Gain on extinguishment of due to affiliates			—				—
Other (expense) income			(11,162	)			12,161				36,568
Total other (expense) income, net			(93,348	)			5,932,502				35,355
NET LOSS		$	(157,975	)		$	(1,140,921	)		$	(2,768,114	)

The following tables presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of the periods presented:

		December 31,				September 30,				September 30,
		2024				2024				2023
Cash		$	148,679			$	3,305			$	11,470
Customer custodial funds			811,265				31,781				672,500
Customer digital currency assets			22,930				615,362				—
Due from affiliates			50,768				35,046				2,039,274
Notes receivable, related parties, net			—				—				162,820
Other classes of current assets that are not major			55,410				35,756				26,644
Total current assets			1,089,052				721,250				2,912,708
Other classes of non-current assets that are not major			14,887				19,290				33,000
Total assets		$	1,103,939			$	740,540			$	2,945,708

		December 31,				September 30,				September 30,
		2024				2024				2023
Accounts payable		$	504,249			$	448,307			$	138,666
Customer custodial cash liabilities			972,941				827,589				1,443,011
Customer digital currency liabilities			10,514				23,605				—
Due to affiliates			479,608				537,053				5,552,931
Loan payable, related parties, current			682,875				720,515				—
Interest payable, related parties, current			203,755				169,052				—
Accrued expenses and other current liabilities			308,567				357,835				208,228
Total current liabilities			3,162,509				3,083,956				7,342,836
Loan payable – related parties, net of current portion			17,368				26,362				150,619
Interest payable – related parties, net of current portion			—				2,474				1,208
Total liabilities		$	3,179,877			$	3,112,792			$	7,494,663

The above tables exclude intercompany payables that are eliminated within our consolidated balance sheets.