Subsequent Events |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUBSEQUENT EVENTS |
Employment Agreement entered into by joint venture partner
On April 14, the Company issued 10,000,000 shares of common stock to an individual, in terms of a March 20, 2026 employment agreement entered into by Brant Point Solutions, the company’s Jetties joint venture partner, for the position of Vice President of payments. In terms of the employment agreement, the Company issued 10,000,000 shares of common stock to the individual and is committed to issue an additional 10,000,000 shares of common stock and 5,000,000 shares of common stock on March 30, 2027 and March 30, 2029, respectively, provided the individual remains employed by the Company.
Conversion of convertible debt
On April 20, 2026, in terms of a conversion notice received from a convertible note holder, the Company issued 1,491,353 shares of common stock for the conversion of principal and interest of $29,827 of convertible debt at a conversion price of $0.02 per share, realizing a gain on conversion of $22,370.
On April 29, 2026, in terms of a conversion notice received from a convertible note holder, the Company issued 7,818,000 shares of common stock for the conversion of principal and interest of $36,090 of convertible debt, plus a fee of $3,000 at a conversion price of $0.005 per share, realizing a loss on conversion of $2,818.
Settlement of legal liability
In terms of the settlement agreement entered into with Voloshin, et al on March 4, 2025, the Company issued an aggregate of 27,180,823 shares of common stock on April 6, 2026 to settle the outstanding liability of $543,616, including a liquidated damages penalty of $100,000 for not adhering to the original settlement terms, thereby extinguishing the legal settlement liability. The company realized a net gain on settlement of the legal liability of $247,915, including the liquidated damages penalty.
Amendment to convertible debt agreements
Between April 29, 2026 and May 7, 2026, the Company received agreements signed by investors authorizing the forbearance of convertible debt until December 31, 2026 with a principal amount outstanding of $570,000. In exchange for the forbearance, the conversion price was reduced to $ per share.
License Agreement with Fintechnology Asia Pacific Lanka
Effective April 27, 2026, the Company entered into a joint venture operating agreement with FINAP Worldwide Co. W.L.L (“FINAP”), to form a joint venture company, Finap USA, LLC (“Finap USA”), owned 50% by the Company and 50% by FINAP, the sole purpose of which is to hold the Intellectual; Property License Agreement, between the licensors, Fintechnology Asia Pacific Lanka, Ltd (“FAPL”) and Cixor (Private) limited (“Cixor”), both of which are wholly owned subsidiaries of FINAP.
FAPL is the owner of certain financial technology platforms, software systems, and associated intellectual property and Cixor is the owner of certain payment technology platforms, software systems and associated intellectual property. FAPL and Cixor have agreed to license their technology platforms and payment technology platforms to Finap USA, on an exclusive, perpetual basis for the United States of America, including all fifty states, the District of Columbia, and all US territories and possessions; and Canada and Mexico.
The licensed products include the following:
License Agreement with Fintechnology Asia Pacific Lanka (continued)
Finap USA will pay a one-time license fee of $600,000 for the licenses granted to it, to be paid by applying 10% of gross monthly revenue to the fee after all operational costs of Finap USA have been met, before making any distributions to the members.
The Company will manage the Finap USA joint venture and will be responsible for marketing, sales and distribution of the technology platforms.
The Company was obligated to issue 100,000,000 common shares to FINAP in terms of the operating agreement. These shares were issued on April 30, 2026.
Convertible debt funding
On May 7, 2026, the Company entered into Securities Purchase Agreements with an accredited investor to purchase a convertible note for gross proceeds of $50,000, bearing interest at 8% per annum and maturing on May 7, 2027. The note is convertible into shares of common stock at an exercise price of $0.01 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company also issued a five-year warrant to purchase an aggregate of 5,000,000 shares of common stock at exercise price of $0.01 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events), associated with the Convertible Note. The warrant has price protection which reduces the exercise price of the warrant for any subsequent stock issuances lower than the current exercise price.
Other than disclosed above, the Company has evaluated subsequent events through the date of the financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein. |