ACQUISITIONS AND DISPOSITIONS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Restructuring Cost and Reserve [Line Items] |
|
| SCHEDULE OF PRO FORMA FINANCIAL INFORMATION |
SCHEDULE OF PRO
FORMA FINANCIAL INFORMATION
| | |
Year Ended December 31, 2024 | |
| Revenue | |
$ | 636,643 | |
| Net loss from continuing operations | |
$ | (19,459,955 | ) |
| Net loss from continuing operations per share | |
$ | (5.77 | ) |
|
| SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES |
SCHEDULE
OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| | |
| | |
| Fair value of consideration received | |
$ | 1 | |
| Total fair value of consideration received | |
$ | 1 | |
| | |
| | |
| Carrying amount of assets and liabilities | |
| | |
| Cash | |
$ | 151,546 | |
| Property, plant and equipment, net | |
| 223,080 | |
| Intangible assets, net | |
| 8,962,688 | |
| Operating lease right-of-use assets | |
| 325,995 | |
| Purchase price payable | |
| (350,000 | ) |
| Accounts payable | |
| (224,137 | ) |
| Accrued liabilities | |
| (173,436 | ) |
| Notes payable, current portion | |
| (6,480,000 | ) |
| Lease liability - current | |
| (105,567 | ) |
| Lease liability - net of current portion | |
| (221,428 | ) |
| Notes payable | |
| (25,000 | ) |
| Total carrying amount of assets and liabilities | |
| 2,083,743 | |
| | |
| | |
| Loss on disposition of business | |
$ | (2,083,742 | ) |
|
| SCHEDULE OF DISCONTINUED OPERATIONS |
SCHEDULE
OF DISCONTINUED OPERATIONS
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
TRX | | |
Bonum | | |
Superlatus | | |
Total | |
| | |
Year Ended | | |
Year Ended | | |
Year Ended | | |
Year Ended | |
| | |
December 31, | | |
December 31, | | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenues | |
$ | - | | |
$ | 970,808 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 970,808 | |
| Cost of sales | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Gross profit | |
| - | | |
| 970,808 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 970,808 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Wage and salary expense | |
| - | | |
| 713,021 | | |
| - | | |
| 578 | | |
| - | | |
| - | | |
| - | | |
| 713,599 | |
| Professional fees | |
| - | | |
| 62,160 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 62,160 | |
| Technology expense | |
| - | | |
| 86,660 | | |
| - | | |
| 2,245 | | |
| - | | |
| - | | |
| - | | |
| 88,905 | |
| General and administrative | |
| - | | |
| 37,377 | | |
| - | | |
| 678 | | |
| - | | |
| - | | |
| - | | |
| 38,055 | |
| Total operating expenses | |
| - | | |
| 899,218 | | |
| - | | |
| 3,500 | | |
| - | | |
| - | | |
| - | | |
| 902,719 | |
| Operating income | |
| - | | |
| 71,590 | | |
| - | | |
| (3,500 | ) | |
| - | | |
| - | | |
| - | | |
| 68,090 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-operating income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gain on dispositions | |
| - | | |
| 29,685,946 | | |
| - | | |
| - | | |
| - | | |
| (2,083,742 | ) | |
| - | | |
| 27,602,204 | |
| Total non-operating income (expense) | |
| - | | |
| 29,685,946 | | |
| - | | |
| - | | |
| - | | |
| (2,083,742 | ) | |
| - | | |
| 27,602,204 | |
| Provision for income taxes | |
| - | | |
| (360,016 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (360,016 | ) |
| Net income on discontinued operations | |
$ | - | | |
$ | 29,397,520 | | |
$ | - | | |
$ | (3,500 | ) | |
$ | - | | |
$ | (2,083,742 | ) | |
$ | - | | |
$ | 27,310,278 | |
|
| Scienture Inc [Member] |
|
| Restructuring Cost and Reserve [Line Items] |
|
| SCHEDULE OF PURCHASE PRICE ALLOCATION |
The
following summarizes the purchase price consideration and the preliminary purchase price allocation as of the acquisition date:
SCHEDULE
OF PURCHASE PRICE ALLOCATION
| | |
July 25, 2024 | |
| Purchase consideration: | |
| | |
| Common stock | |
$ | 3,221,245 | |
| Series X preferred stock | |
| 75,424,939 | |
| Total purchase consideration | |
$ | 78,646,184 | |
| | |
| | |
| Purchase price allocation: | |
| | |
| Cash | |
$ | 132,976 | |
| Operating lease right-of-use assets | |
| 61,578 | |
| Goodwill | |
| 21,372,960 | |
| Intangible assets - product technologies | |
| 76,400,000 | |
| Accounts payable | |
| (987,097 | ) |
| Accrued liabilities | |
| (1,198,134 | ) |
| Loan payable, related party | |
| (265,000 | ) |
| Lease liability | |
| (61,886 | ) |
| Development agreement liability | |
| (1,285,000 | ) |
| Long-term convertible notes | |
| (2,000,000 | ) |
| Deferred tax liability | |
| (13,524,213 | ) |
| Net assets acquired | |
$ | 78,646,184 | |
|
| Softell Inc and Micro Merchant Systems, Inc [Member] |
|
| Restructuring Cost and Reserve [Line Items] |
|
| SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES |
The
MMS APA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of February 16, 2024, the Company no longer
consolidated the assets, liabilities, revenues and expenses of Softell. The components of the disposition are as follows:
SCHEDULE
OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| | |
| | |
| Cash received from MMS | |
$ | 22,660,182 | |
| Other receivable from MMS | |
| 7,500,000 | |
| Fair value of consideration received | |
$ | 1 | |
| Total fair value of consideration received | |
$ | 30,160,182 | |
| | |
| | |
| Carrying amount of assets and liabilities | |
| | |
| Cash | |
$ | 76,821 | |
| Accounts receivable, net | |
| 719,876 | |
| Prepaid expenses | |
| 55,397 | |
| Property, plant and equipment, net | |
| 45,655 | |
| Intangible assets, net | |
| 8,962,688 | |
| Operating lease right-of-use assets | |
| 12,277 | |
| Purchase price payable | |
| (350,000 | ) |
| Accounts payable | |
| (347,000 | ) |
| Accrued liabilities | |
| (5,269 | ) |
| Other current liabilities | |
| (26,244 | ) |
| Lease liability, current | |
| (1,556 | ) |
| Notes payable, current portion | |
| (45,000 | ) |
| Lease liability, net of current portion | |
| (10,720 | ) |
| Notes payable | |
| (25,000 | ) |
| Total carrying amount of assets and liabilities | |
| 474,236 | |
| | |
| | |
| Gain on disposition of business | |
$ | 29,685,946 | |
|