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ACQUISITION OF MILLENIUM EBS, INC. AND NON-CONTROLLING INTEREST
 3 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITION OF MILLENIUM EBS, INC. AND NON-CONTROLLING INTEREST

NOTE 4 – ACQUISITION OF MILLENIUM EBS, INC. AND NON-CONTROLLING INTEREST

 

On October 25, 2024, the Company entered into a Stock Exchange and Acquisition Agreement (the “Agreement”) with Millenium EBS, Inc. whereby the principal owner of EBS agreed to sell 3,600,000 shares of EBS (constituting 60% of the issued and outstanding shares of MEI), to the Company in exchange for (i) 2,100,000 shares of the Company valued at $4.00 per share based on the last sale of common shares in the last capital raises totaling $8,400,000 (due on the Closing Date of Agreement), and (ii) $500,000 cash (due within 90 days of the Closing Date of Agreement). The acquisition transaction closed on December 13, 2024. On March 1, 2025, the Company and the sole stockholder of Millenium EBS mutually agreed to extend the payment of cash consideration to June 30, 2026, after $70,000 was paid on January 31, 2025. The Company has the purchase option and right of first refusal to purchase the remaining 40% of MEI. The acquisition was treated as a business combination under ASC 805 “Business Combination”. This acquisition positions the Company to emerge as a prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabilities globally in the fintech sector. The acquisition includes ownership of the MEI Payment Hub, an advanced payment orchestration and modernization platform that efficiently manages payments across multiple networks. This strategic move will enhance the Company’s ability to deliver a unified payment hub platform for small and medium-sized financial institutions worldwide.

 

Millenium EBS Inc. owns a comprehensive payment orchestration and modernization platform, designed to streamline and manage financial transactions across various channels such as Swift, RTGS, ACH, FedNow, and Fedwire. By integrating diverse payment systems into a unified framework, the platform allows financial institutions to enhance operational efficiency and flexibility while adhering to regulatory requirements. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization shall be provided for on a straight-line basis over the expected useful lives of the software cost and related upgrades and enhancements. The cost of the MPH is being amortized over its estimated useful life of 10 years. (See Note 5).

     
Consideration paid for acquisition  $8,900,000 
% of Millenium EBS acquired   60% 
Total fair market value of Millennium EBS net assets  $14,833,333 
      
Assets Acquired     
Deferred Costs  $31,948 
Payment Hub Intangible Assets   14,852,815 
Total Assets Acquired   14,884,763 
      
Liabilities Assumed:     
Accounts Payable  $(51,430)
Non-controlling interest   (5,933,333)
Purchase Price  $8,900,000 
      
Non-controlling interest     
Fair market value of Millenium EBS assets at acquisition date  $14,833,333 
Allocation of non-controlling interest   40% 
Initial non-controlling interest at acquisition   5,933,333 
Loss allocated to non-controlling interest for the period from December 14, 2024 to March 31, 2025   (124,303)
Non-controlling interest – March 31, 2025  $5,809,030 
Loss allocated to non-controlling interest for the period from April 1, 2025 to March 31, 2026   (1,153,948)
Non-controlling interest – March 31, 2026  $4,655,082 
Loss allocated to non-controlling interest for the period from April 1, 2026 to June 30, 2026   (68,284)
Non-controlling interest – June 30, 2026  $4,586,798 

 

Acquisition of Millennium EBS, Inc. on December 13, 2024

 

On December 13, 2024, the Company acquired 60% of Millennium EBS, Inc. for total consideration of $8,900,000. The acquisition was accounted for as a business combination under ASC 805, Business Combinations.

 

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values:

 

Assets Acquired:

 

Deferred costs $31,948

 

Payment Hub intangible asset $14,852,815

 

Liabilities Assumed:

 

Accounts payable $(51,430)

 

Noncontrolling Interest $(5,933,333)

 

Purchase price $8,900,000

 

The Payment Hub intangible asset represents an identifiable finite-lived intangible asset acquired in connection with the acquisition of Millennium EBS. The Company is amortizing the Payment Hub intangible asset over its estimated useful life and evaluates the asset for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

The allocation of the purchase price is preliminary and subject to adjustment as the Company completes its fair value assessment of assets acquired and liabilities assumed during the measurement period.