Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | COYNI, INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 100,301,968 | |
Amendment Flag | false | |
Entity Central Index Key | 0000768216 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-22711 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 76-0640970 | |
Entity Address, Address Line One | 3131 Camino Del Rio N, Suite 1400 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92108 | |
City Area Code | (855) | |
Local Phone Number | 201-1613 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Prepaid expenses and other current assets | $ 511 | $ 511 |
Total current assets | 511 | 511 |
Total assets | 511 | 511 |
Current liabilities: | ||
Accrued liabilities | 78,506 | 28,962 |
Due to related party | 54,738 | 0 |
Total current liabilities | 133,244 | 28,962 |
Stockholders' deficit: | ||
Preferred stock, Value, Issued | 0 | 0 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 and 2,301,968 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 100,302 | 2,302 |
Additional paid-in capital | 29,322,475 | 29,198,773 |
Accumulated deficit | (29,555,510) | (29,229,526) |
Total stockholders’ deficit | (132,733) | (28,451) |
Total liabilities and stockholders’ deficit | 511 | 511 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, Value, Issued | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, Value, Issued | $ 0 | $ 0 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,999,942 | 9,999,942 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 100,301,968 | 100,301,968 |
Common stock, shares outstanding | 100,301,968 | 100,301,968 |
Series C Preferred Stock [Member] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 48 | 48 |
Preferred stock, shares issued | 48 | 48 |
Preferred stock, shares outstanding | 48 | 48 |
Preferred Stock, Liquidation Preference, Value (in Dollars) | $ 600,000 | $ 600,000 |
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ 12,500 | $ 12,500 |
Series D Preferred Stock [Member] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10 | 10 |
Preferred stock, shares issued | 10 | 10 |
Preferred stock, shares outstanding | 10 | 10 |
Preferred Stock, Liquidation Preference, Value (in Dollars) | $ 87,250 | $ 87,250 |
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ 8,725 | $ 8,725 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses | ||||
Stock Compensation expense | $ 0 | $ 0 | $ 221,702 | $ 0 |
General and administrative expenses | 38,419 | 18,982 | 104,282 | 59,798 |
Loss from operations | (38,419) | (18,982) | (325,984) | (59,798) |
Non-operating income | ||||
Interest expense | 0 | 0 | 0 | (133,004) |
Total non-operating income, net | 0 | 0 | 0 | (133,004) |
Net income (loss) | $ (38,419) | $ (18,982) | $ (325,984) | $ (192,802) |
Net loss per share – basic and diluted (in Dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.08) |
Basic and diluted weighted average shares outstanding (in Shares) | 100,301,968 | 2,301,968 | 79,070,719 | 2,301,968 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Series C Preferred Stock [Member] Preferred Stock [Member] | Series D Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at at Dec. 31, 2021 | $ 2,302 | $ 22,487,937 | $ (29,002,430) | $ (6,512,191) | ||
Balance at (in Shares) at Dec. 31, 2021 | 48 | 10 | 2,301,968 | |||
Net loss | (99,397) | (99,397) | ||||
Balance at at Mar. 31, 2022 | $ 2,302 | 22,487,937 | (29,101,827) | (6,611,588) | ||
Balance at (in Shares) at Mar. 31, 2022 | 48 | 10 | 2,301,968 | |||
Balance at at Dec. 31, 2021 | $ 2,302 | 22,487,937 | (29,002,430) | (6,512,191) | ||
Balance at (in Shares) at Dec. 31, 2021 | 48 | 10 | 2,301,968 | |||
Net loss | (192,802) | |||||
Balance at at Sep. 30, 2022 | $ 2,302 | 29,179,647 | (29,195,232) | (13,283) | ||
Balance at (in Shares) at Sep. 30, 2022 | 48 | 10 | 2,301,968 | |||
Balance at at Mar. 31, 2022 | $ 2,302 | 22,487,937 | (29,101,827) | (6,611,588) | ||
Balance at (in Shares) at Mar. 31, 2022 | 48 | 10 | 2,301,968 | |||
Net loss | (74,423) | (74,423) | ||||
Settlement of liabilities with a related party | 5,577,937 | 5,577,937 | ||||
Balance at at Jun. 30, 2022 | $ 2,302 | 28,065,874 | (29,176,250) | (1,108,074) | ||
Balance at (in Shares) at Jun. 30, 2022 | 48 | 10 | 2,301,968 | |||
Net loss | (18,982) | (18,982) | ||||
Settlement of liabilities with a related party | 1,113,773 | 1,113,773 | ||||
Balance at at Sep. 30, 2022 | $ 2,302 | 29,179,647 | (29,195,232) | (13,283) | ||
Balance at (in Shares) at Sep. 30, 2022 | 48 | 10 | 2,301,968 | |||
Balance at at Dec. 31, 2022 | $ 2,302 | 29,198,773 | (29,229,526) | (28,451) | ||
Balance at (in Shares) at Dec. 31, 2022 | 48 | 10 | 2,301,968 | |||
Net loss | (276,226) | (276,226) | ||||
Stock Compensation expense | $ 98,000 | 123,702 | 221,702 | |||
Stock Compensation expense (in Shares) | 98,000,000 | |||||
Balance at at Mar. 31, 2023 | $ 100,302 | 29,322,475 | (29,505,752) | (82,975) | ||
Balance at (in Shares) at Mar. 31, 2023 | 48 | 10 | 100,301,968 | |||
Balance at at Dec. 31, 2022 | $ 2,302 | 29,198,773 | (29,229,526) | (28,451) | ||
Balance at (in Shares) at Dec. 31, 2022 | 48 | 10 | 2,301,968 | |||
Net loss | (325,984) | |||||
Stock Compensation expense | 221,702 | |||||
Balance at at Sep. 30, 2023 | $ 100,302 | 29,322,475 | (29,555,510) | (132,733) | ||
Balance at (in Shares) at Sep. 30, 2023 | 48 | 10 | 100,301,968 | |||
Balance at at Mar. 31, 2023 | $ 100,302 | 29,322,475 | (29,505,752) | (82,975) | ||
Balance at (in Shares) at Mar. 31, 2023 | 48 | 10 | 100,301,968 | |||
Net loss | (11,339) | (11,339) | ||||
Balance at at Jun. 30, 2023 | $ 100,302 | 29,322,475 | (29,517,091) | (94,314) | ||
Balance at (in Shares) at Jun. 30, 2023 | 48 | 10 | 100,301,968 | |||
Net loss | (38,419) | (38,419) | ||||
Balance at at Sep. 30, 2023 | $ 100,302 | $ 29,322,475 | $ (29,555,510) | $ (132,733) | ||
Balance at (in Shares) at Sep. 30, 2023 | 48 | 10 | 100,301,968 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||||
Net loss | $ (38,419) | $ (18,982) | $ (325,984) | $ (192,802) |
Stock Compensation expense | 0 | 0 | 221,702 | 0 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | 0 | 779 | ||
Accrued liabilities and other payable | 104,282 | 192,023 | ||
Net cash used in operating activities | 0 | 0 | ||
Net decrease in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 0 | 0 | ||
Cash and cash equivalents at end of period | $ 0 | $ 0 | 0 | 0 |
Cash paid for interest | 0 | 0 | ||
Cash paid for income taxes | 0 | 0 | ||
Assignment of third-party liabilities to a related party | 0 | 5,577,937 | ||
Settlement of liabilities with a related party | 0 | 6,691,710 | ||
Operating expenses directly paid by a related party | $ 54,738 | $ 63,694 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Coyni, Inc. (“we”, “our”, the “Company” or “Coyni”) is a Nevada Corporation that previously consisted of the networking service (carrier/circuit) business. It provided internet connectivity to corporate clients on a subscription basis; essentially operating as a value-added provider until it ceased operations effective June 30, 2014. The Company was originally incorporated as Solis Communications, Inc. on July 23, 2001. On March 19, 2015, the Company changed its name to Logicquest Technology, Inc. (“Logicquest”) from Bluegate Corporation. On June 23, 2023, the Company changed its name to Coyni, Inc. (“Coyni”). The Company currently has no operations and the Company’s Board of Directors is currently seeking investment opportunities. Effective on April 7, 2023, the selling shareholder of our Company, who owned 99.16% equity ownership of the Company and also held a control position in the Company sold all of his equity interest in the Company (consisting of 99,457,724 shares of restricted common stock, 48 shares of Series C convertible non-redeemable preferred stock and 10 shares of Series D convertible non-redeemable preferred stock) to RYVYL, Inc. for a total purchase price of $225,000. After giving effect to the purchases, RYVYL, Inc. will become the major and controlling shareholder of the Company and the transaction has not consummated as of September 30, 2023. Following is a summary of the Company’s significant accounting policies: BASIS OF PRESENTATION The accompanying unaudited interim financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Coyni’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. SIGNIFICANT ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our financial statements as of September 30, 2023 and December 31, 2022, and for the nine and three months ended September 30, 2023 and 2022. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term. RELATED PARTY TRANSACTIONS A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. FAIR VALUE OF FINANCIAL INSTRUMENTS For certain of the Company’s financial instruments, including prepaid expenses and accrued liabilities, the carrying amounts approximate fair values due to their short maturities. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties and lease and management arrangement with related parties, if any, due to their related party nature. INCOME TAXES The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. LOSS PER SHARE Basic and diluted net loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period. The Company does not have any potentially dilutive instruments for the nine and three months ended September 30, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the nine and three months ended September 30, 2023 and 2022. STOCK BASED COMPENSATION The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS All new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. |
GOING CONCERN CONSIDERATIONS
GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. GOING CONCERN CONSIDERATIONS During the nine months ended September 30, 2023 and 2022, and as of September 30, 2023 and December 31, 2022, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from a related party. We experienced negative financial results as follows: 2023 2022 Net loss for the nine months ended September 30, 2023 and 2022 $ (325,984 ) $ (192,802 ) Negative working capital as of September 30, 2023 and December 31, 2022 (132,733 ) (28,451 ) Stockholders’ deficit as of September 30, 2023 and December 31, 2022 (132,733 ) (28,451 ) These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future. |
ACCRUED LIABILITIES AND OTHER P
ACCRUED LIABILITIES AND OTHER PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 3. ACCRUED LIABILITIES AND OTHER PAYABLE The accrued liabilities are summarized below: September 30, 2023 December 31, 2022 Accrued general and administrative expenses $ 39,083 $ 28,962 Other payable 39,423 - Accrued liabilities and other payable $ 78,506 $ 28,962 As of September 30, 2023 and December 31, 2022, accrued liabilities mainly consists of unpaid professional fee such as legal and audit fee and unpaid rent expense, other payable mainly consist of due to ex-shareholder. |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. DUE TO RELATED PARTY As of September 30, 2023 and December 31, 2022, the Company had due to related parties of $54,738 and $0, respectively, mainly was the Company’s expenses that were paid by RYVYL Inc., the controlling shareholder. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 5. INCOME TAXES On December 22, 2017 U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the “2017 Act”) was signed into law. The 2017 Act made substantial changes to U.S. tax law, including a reduction in the corporate tax rate from 34% to 21%, a limitation on deductibility of interest expense, a limitation on the use of net operating losses to offset future taxable income, the allowance of immediate expensing of capital expenditures, deemed repatriation of foreign earnings through a transition tax and significant changes to the taxation of foreign earnings going forward. As a result of the 2017 Act, NOL carryforwards generated in years beginning after December 31, 2017 would carryforward indefinitely, and would apply to 80% of future taxable income. Under the Act, carrybacks of NOLs were disallowed. In March 2021, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted providing a five-year carryback for losses incurred in 2018, 2019, 2020 or 2021, which allows companies to modify tax returns up to five years prior to offset taxable income from those tax years. The CARES Act also suspended the NOL limit of 80% of taxable income, but the NOLs generated in 2018 and forward will still carryforward indefinitely. The composition of deferred tax assets at September 30, 2023 and December 31, 2022 were as follows: September 30, December 31, Deferred tax assets Benefit from carryforward of net operating loss $ 2,355,395 $ 2,333,496 Less valuation allowance (2,355,395 ) (2,333,496 ) Net deferred tax asset $ - $ - The difference between the income tax benefit in the accompanying statement of operations and the amount that would result if the U.S. Federal statutory rate of 21% were applied to pre-tax loss for 2023 and 2022, is attributable to the valuation allowance. At September 30, 2023, for federal income tax reporting purposes, the Company has $9,108,809 in unused net operating losses available for carryforward to future years which will expire in various years through 2037, and $2,107,360 that will carryforward indefinitely. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | 6. SHAREHOLDERS’ EQUITY On February 24, 2023, the Board of Directors agreed to issue 98,000,000 shares of the Company’s to Ang Woon Han (the former major shareholder of the Company) to serve as the Company’s director. The fair value of the shares issued to Ang Woon Han was $221,702, which was fully recognized as stock-based compensation expense during the nine months ended September 30, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 7. COMMITMENTS AND CONTINGENCIES On May 27, 2016, the Company entered into an agreement for the lease of a virtual office in Princeton, NJ for monthly rental of $200. The lease began on May 12, 2016 on monthly basis and can be cancelled at either party’s discretion with a three-month notice. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 8. SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company has no material subsequent event that needs to be disclosed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION The accompanying unaudited interim financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Coyni’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates, Policy [Policy Text Block] | SIGNIFICANT ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our financial statements as of September 30, 2023 and December 31, 2022, and for the nine and three months ended September 30, 2023 and 2022. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term. |
Related Party Transactions, Policy [Policy Text Block] | RELATED PARTY TRANSACTIONS A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Fair Value Measurement, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS For certain of the Company’s financial instruments, including prepaid expenses and accrued liabilities, the carrying amounts approximate fair values due to their short maturities. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties and lease and management arrangement with related parties, if any, due to their related party nature. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. |
Earnings Per Share, Policy [Policy Text Block] | LOSS PER SHARE Basic and diluted net loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period. The Company does not have any potentially dilutive instruments for the nine and three months ended September 30, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the nine and three months ended September 30, 2023 and 2022. |
Share-Based Payment Arrangement, Forfeiture [Policy Text Block] | STOCK BASED COMPENSATION The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS All new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. |
GOING CONCERN CONSIDERATIONS (T
GOING CONCERN CONSIDERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | During the nine months ended September 30, 2023 and 2022, and as of September 30, 2023 and December 31, 2022, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from a related party. We experienced negative financial results as follows: 2023 2022 Net loss for the nine months ended September 30, 2023 and 2022 $ (325,984 ) $ (192,802 ) Negative working capital as of September 30, 2023 and December 31, 2022 (132,733 ) (28,451 ) Stockholders’ deficit as of September 30, 2023 and December 31, 2022 (132,733 ) (28,451 ) |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | The accrued liabilities are summarized below: September 30, 2023 December 31, 2022 Accrued general and administrative expenses $ 39,083 $ 28,962 Other payable 39,423 - Accrued liabilities and other payable $ 78,506 $ 28,962 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The composition of deferred tax assets at September 30, 2023 and December 31, 2022 were as follows: September 30, December 31, Deferred tax assets Benefit from carryforward of net operating loss $ 2,355,395 $ 2,333,496 Less valuation allowance (2,355,395 ) (2,333,496 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Apr. 07, 2023 USD ($) shares |
RYVYL, Inc. [Member] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 99.16% |
Business Combination, Consideration Transferred (in Dollars) | $ | $ 225,000 |
RYVYL, Inc. [Member] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 99,457,724 |
RYVYL, Inc. [Member] | Series C Preferred Stock [Member] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 48 |
RYVYL, Inc. [Member] | Series D Preferred Stock [Member] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10 |
GOING CONCERN CONSIDERATIONS (D
GOING CONCERN CONSIDERATIONS (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Net Income (Loss) Attributable to Parent | $ (38,419) | $ (11,339) | $ (276,226) | $ (18,982) | $ (74,423) | $ (99,397) | $ (325,984) | $ (192,802) | ||
Working Capital Deficit | (132,733) | (132,733) | $ (28,451) | |||||||
Equity, Attributable to Parent | $ (132,733) | $ (94,314) | $ (82,975) | $ (13,283) | $ (1,108,074) | $ (6,611,588) | $ (132,733) | $ (13,283) | $ (28,451) | $ (6,512,191) |
ACCRUED LIABILITIES AND OTHER_3
ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Accrued general and administrative expenses | $ 39,083 | $ 28,962 |
Other payable | 39,423 | 0 |
Accrued liabilities and other payable | $ 78,506 | $ 28,962 |
DUE TO RELATED PARTY (Details)
DUE TO RELATED PARTY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
DUE TO RELATED PARTY (Details) [Line Items] | ||
Other Liabilities | $ 54,738 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 9 Months Ended | |
Dec. 22, 2017 | Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34% | 21% |
Effective Income Tax Rate Reconciliation, Percent | 21% | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration (in Dollars) | $ 9,108,809 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration (in Dollars) | $ 2,107,360 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Deferred Tax Assets And Liabilities Abstract | ||
Benefit from carryforward of net operating loss | $ 2,355,395 | $ 2,333,496 |
Less valuation allowance | (2,355,395) | (2,333,496) |
Net deferred tax asset | $ 0 | $ 0 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Feb. 24, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 98,000,000 | ||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 221,702 | $ 221,702 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease, Expense | $ 200 |