Coyni (LOGQ) 10-Q/A 5 Jun 23 2023 Q1 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Jun. 05, 2023
Document Information Line Items
Entity Registrant Name	Logicquest Technology, Inc.
Trading Symbol	N/A
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		100,301,968
Amendment Flag	true
Amendment Description	On May 22, 2023, the Company filed its Quarterly Report on Form 10-Q for the first quarter of 2023 without the knowledge of the Company’s independent auditor, MaloneBailey, LLP, and MaloneBailey, LLP did not perform a review on the Company’s unaudited interim financial information for the quarter ended March 31, 2023, which was included in the Form 10-Q.On May 24, 2023, the Board of Directors and the management of the Company concluded that the Form 10-Q should no longer be relied upon due to the following errors: 1) an understatement of general and administrative expenses of $28,558; 2) accounting estimates for valuing the stock-based compensation which resulted in an overstatement of general and administrative expenses of $27,952; 3) reclassification of due to related party of $39,423. This Form 10-Q/A is filed to restate these errors.
Entity Central Index Key	0000768216
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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	5 Independence Way
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08540
City Area Code	(609)
Local Phone Number	514-5136
Entity Interactive Data Current	Yes
Title of 12(b) Security	N/A
Security Exchange Name	NONE

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 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	44,063	28,962
Due to related party	39,423
Total current liabilities	83,486	28,962
Stockholders’ deficit:
Undesignated preferred stock, $0.001 par value, 9,999,942 shares authorized, none issued and outstanding
Series C convertible non-redeemable preferred stock, $0.001 par value, 48 shares authorized, issued and outstanding at March 31, 2023 and December 31, 2022; $12,500 per share liquidation preference ($600,000 aggregate liquidation preference at March 31, 2023)
Series D convertible non-redeemable preferred stock, $0.001 par value, 10 shares authorized, issued and outstanding at March 31, 2023 and December 31, 2022; $8,725 per share liquidation preference ($87,250 aggregate liquidation preference at March 31, 2023)
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	(29,505,752)	(29,229,526)
Total stockholders’ deficit	(82,975)	(28,451)
Total liabilities and stockholders’ deficit	$ 511	$ 511

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
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	2,301,968
Common stock, shares outstanding	100,301,968	2,301,968
Undesignated Preferred Stock
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
Preferred stock, shares outstanding
Series C Convertible Non-Redeemable Preferred Stock
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, per share liquidation preference (in Dollars per share)	$ 12,500	$ 12,500
Preferred stock, aggregate liquidation value (in Dollars)	$ 600,000
Series D Convertible Non-Redeemable Preferred Stock
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, per share liquidation preference (in Dollars per share)	$ 8,725	$ 8,725
Preferred stock, aggregate liquidation value (in Dollars)	$ 87,250

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses
General and administrative expenses	$ 54,524	$ 19,924
Stock- based compensation expense	221,702
Loss from operations	(276,226)	(19,924)
Interest expense		(79,473)
Net loss	$ (276,226)	$ (99,397)
Net loss per share – basic (in Dollars per share)	$ (0.01)	$ (0.04)
Basic weighted average shares outstanding (in Shares)	40,581,181	2,301,968

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net loss per share – diluted	$ (0.01)	$ (0.04)
Diluted weighted average shares outstanding	40,581,181	2,301,968

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Series C Preferred Stock	Series D Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021			$ 2,302	$ 22,487,937	$ (29,002,430)	$ (6,512,191)
Balance (in Shares) at Dec. 31, 2021	48	10	2,301,968
Net loss					(99,397)	(99,397)
Balance at Mar. 31, 2022			$ 2,302	22,487,937	(29,101,827)	(6,611,588)
Balance (in Shares) at Mar. 31, 2022	48	10	2,301,968
Balance at Dec. 31, 2022			$ 2,302	29,198,773	(29,229,526)	(28,451)
Balance (in Shares) at Dec. 31, 2022	48	10	2,301,968
Net loss					(276,226)	(276,226)
Stock-based compensation			$ 98,000	123,702		221,702
Stock-based compensation (in Shares)			98,000,000
Balance at Mar. 31, 2023			$ 100,302	$ 29,322,475	$ (29,505,752)	$ (82,975)
Balance (in Shares) at Mar. 31, 2023	48	10	100,301,968

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (276,226)	$ (99,397)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	221,702
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		980
Accrued liabilities	54,524	98,417
Net cash used in operating activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flows information:
Cash paid for interest
Cash paid for income taxes
Non-cash transactions:
Operating expenses directly paid by a related party	$ 39,423	$ 22,685

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Organization and Summary of Significant Accounting Policies [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Logicquest Technology, Inc. (“we”, “our”, the “Company” or “Logicquest”) 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 and adopted a name change to Crescent Communications Inc. upon completion of a reverse acquisition of Berens Industries, Inc. In 2004, we changed our name to Bluegate Corporation (“Bluegate”). On March 19, 2015, the Company changed its name to Logicquest Technology, Inc. (“Logicquest”). The Company currently has no operations and the Company’s Board of Directors is currently seeking investment opportunities. 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 Logicquest’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. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. 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 March 31, 2023 and December 31, 2022, and for the three months ended March 31, 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 three months ended March 31, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the three months ended March 31, 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	3 Months Ended
	Mar. 31, 2023
Going Concern Considerations [Abstract]
GOING CONCERN CONSIDERATIONS	2. GOING CONCERN CONSIDERATIONS During the three months ended March 31, 2023 and 2022, and as of March 31, 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 (Restated) 2022 Net loss for the three months ended March 31, 2023 and 2022 $ (276,226 ) $ (99,397 ) Negative working capital as of March 31, 2023 and December 31, 2022 (82,975 ) (28,451 ) Stockholders’ deficit as of March 31, 2023 and December 31, 2022 (82,975 ) (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

Accrued Liabilities	3 Months Ended
	Mar. 31, 2023
Accrued Liabilities [Abstract]
ACCRUED LIABILITIES	3. ACCRUED LIABILITIES The accrued liabilities are summarized below: March 31, 2023 (Restated) December 31, 2022 Accrued general and administrative expenses $ 44,063 $ 28,962 Accrued liabilities $ 44,063 $ 28,962 As of March 31, 2023 and December 31, 2022, accrued liabilities was mainly consists of unpaid professional fee such as legal and audit fee.

Due to Related Party

Due to Related Party	3 Months Ended
	Mar. 31, 2023
Due to Related Party [Abstract]
DUE TO RELATED PARTY	4 . DUE TO RELATED PARTY During the three months ended March 31, 2023 and 2022, Logicquest Technology Limited, a company controlled by the Company’s former Chief Financial Officer, Cheng Yew Siong paid operating expenses of $39,423 and $22,685 on behalf of the Company, respectively. As of March 31, 2023 and December 31, 2022, the Company has due to related party of $39,423 and $0 from Logicquest Technology Limited. The amount of due to related party is unsecured, does not bear interest and is due on demand.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Taxes [Abstract]
INCOME TAXES	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 March 31, 2023 and December 31, 2022 were as follows: March 31, (Restated) December 31, Deferred tax assets Benefit from carryforward of net operating loss $ 2,344,946 $ 2,333,496 Less valuation allowance (2,344,946 ) (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 March 31, 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 $2,057,602 that will carryforward indefinitely.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	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 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 three months ended March 31, 2023.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	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	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	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 the following material subsequent event that needs to be disclosed: Effective on April 7, 2023, the selling shareholder of the Company, who owns 99.16% equity ownership of the Company and also holds 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. became the major and controlling shareholder of the Company.

Restatement

Restatement	3 Months Ended
	Mar. 31, 2023
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT	9. RESTATEMENT On May 22, 2023, the Company filed its Quarterly Report on Form 10-Q for the first quarter of 2023 without the knowledge or review of the Company’s independent auditor, MaloneBailey, LLP. The Company identified the following errors in the Form 10-Q originally filed: The following table presents the effects of the restatement on the accompanying balance sheet at March 31, 2023: As of March 31, 2023 As Restatement Restatement As Current assets Prepaid expense and other current assets $ 511 $ - $ 511 Total current assets 511 - 511 Total assets $ 511 $ - $ 511 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accrued liabilities $ 54,928 $ (10,865 ) (A) (B) $ 44,063 Due to related party - 39,423 (B) 39,423 Total current liabilities 54,928 28,558 83,486 Stockholders’ deficit: Undesignated preferred stock, $0.001 par value, 9,999,942 shares authorized, none - - - Series C convertible non-redeemable preferred stock, $0.001 par value, 48 shares authorized, issued and outstanding at March 31, 2023; $12,500 per share liquidation preference ($600,000 aggregate liquidation preference at March 31, 2023) - - - Series D convertible non-redeemable preferred stock, $0.001 par value, 10 shares authorized, issued and outstanding at March 31, 2023; $8,725 per share liquidation preference ($87,250 aggregate liquidation preference at March 31, 2023) - - - Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 shares issued and outstanding at March 31, 2023 100,302 - 100,302 Additional paid-in capital 29,350,472 (27,952 ) (C) 29,322,475 Accumulated deficit (29,505,146 ) (606 ) (A) (C) (29,505,752 ) Total stockholders’ deficit (54,417 ) (28,558 ) (82,975 ) Total liabilities and stockholders’ deficit $ 511 $ - $ 511 The following table presents the effects of the restatement on the accompanying statement of operation for the three months ended March 31, 2023: Three Months Ended March 31, 2023 As Restatement Restatement As Operating expenses Stock-based compensation expense 249,654 (27,952 ) (C) 221,702 General and administrative expenses 25,966 28,558 (A) 54,524 Loss from operations (275,620 ) (606 ) (276,226 ) Interest expense - - - Net loss $ (275,620 ) $ (606 ) $ (276,226 ) Net loss per share – basic and diluted $ (0.01 ) $ (0.01 ) Basic and diluted weighted average shares outstanding 40,581,181 40,581,181 The following table presents the effects of the restatement on the accompanying statement of changes in stockholders’ equity for the three months ended March 31, 2023: PREFERRED STOCK ADDITIONAL SERIES C SERIES D PAID-IN ACCUMULATED SHARES CAPITAL SHARES CAPITAL SHARES CAPITAL CAPITAL DEFICIT TOTAL Balance at March 31, 2023 (As Previously Reported) 100,301,968 $ 100,302 48 $ - 10 $ $ 29,350,427 $ (29,505,146 ) $ (54,417 ) Restatement adjustments - (27,952 ) (606 ) (28,558 ) Balance at March 31, 2023 (As Restated) 100,301,968 $ 100,302 48 $ - 10 $ $ 29,322,475 $ (29,505,752 ) $ (82,975 ) The following table presents the effects of the restatement on the accompanying statement of cash flows for the three months ended March 31, 2023: As Previously Reported Restatement As Restated Net loss $ (275,620 ) $ (606 ) $ (276,226 ) Stock-based compensation 249,654 (27,952 ) 221,702 Accrued liabilities 25,966 28,558 54,524 Non-cash transactions: Operating expenses directly paid by a related party $ - $ 39,423 $ 39,423 (A) To record professional fee of $28,558. (B) To present professional fee paid by a related party of $39,423 as due to related party. (C) To correct over-recorded stock-based compensation expense by $27,952.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION	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 Logicquest’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	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. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. 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 March 31, 2023 and December 31, 2022, and for the three months ended March 31, 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	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	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	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	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 three months ended March 31, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the three months ended March 31, 2023 and 2022.
STOCK BASED COMPENSATION	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	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)	3 Months Ended
	Mar. 31, 2023
Going Concern Considerations [Abstract]
Schedule of financial results	2023 (Restated) 2022 Net loss for the three months ended March 31, 2023 and 2022 $ (276,226 ) $ (99,397 ) Negative working capital as of March 31, 2023 and December 31, 2022 (82,975 ) (28,451 ) Stockholders’ deficit as of March 31, 2023 and December 31, 2022 (82,975 ) (28,451 )

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2023
Accrued Liabilities [Abstract]
Schedule of accrued liabilities	March 31, 2023 (Restated) December 31, 2022 Accrued general and administrative expenses $ 44,063 $ 28,962 Accrued liabilities $ 44,063 $ 28,962

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2023
Income Taxes [Abstract]
Schedule of deferred tax asset	March 31, (Restated) December 31, Deferred tax assets Benefit from carryforward of net operating loss $ 2,344,946 $ 2,333,496 Less valuation allowance (2,344,946 ) (2,333,496 ) Net deferred tax asset $ — $ —

Restatement (Tables)

Restatement (Tables)	3 Months Ended
	Mar. 31, 2023
Condensed Financial Information Disclosure [Abstract]
Schedule of balance sheet	As of March 31, 2023 As Restatement Restatement As Current assets Prepaid expense and other current assets $ 511 $ - $ 511 Total current assets 511 - 511 Total assets $ 511 $ - $ 511 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accrued liabilities $ 54,928 $ (10,865 ) (A) (B) $ 44,063 Due to related party - 39,423 (B) 39,423 Total current liabilities 54,928 28,558 83,486 Stockholders’ deficit: Undesignated preferred stock, $0.001 par value, 9,999,942 shares authorized, none - - - Series C convertible non-redeemable preferred stock, $0.001 par value, 48 shares authorized, issued and outstanding at March 31, 2023; $12,500 per share liquidation preference ($600,000 aggregate liquidation preference at March 31, 2023) - - - Series D convertible non-redeemable preferred stock, $0.001 par value, 10 shares authorized, issued and outstanding at March 31, 2023; $8,725 per share liquidation preference ($87,250 aggregate liquidation preference at March 31, 2023) - - - Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 shares issued and outstanding at March 31, 2023 100,302 - 100,302 Additional paid-in capital 29,350,472 (27,952 ) (C) 29,322,475 Accumulated deficit (29,505,146 ) (606 ) (A) (C) (29,505,752 ) Total stockholders’ deficit (54,417 ) (28,558 ) (82,975 ) Total liabilities and stockholders’ deficit $ 511 $ - $ 511
Schedule of operation	Three Months Ended March 31, 2023 As Restatement Restatement As Operating expenses Stock-based compensation expense 249,654 (27,952 ) (C) 221,702 General and administrative expenses 25,966 28,558 (A) 54,524 Loss from operations (275,620 ) (606 ) (276,226 ) Interest expense - - - Net loss $ (275,620 ) $ (606 ) $ (276,226 ) Net loss per share – basic and diluted $ (0.01 ) $ (0.01 ) Basic and diluted weighted average shares outstanding 40,581,181 40,581,181
Schedule of changes in stockholders’ equity	PREFERRED STOCK ADDITIONAL SERIES C SERIES D PAID-IN ACCUMULATED SHARES CAPITAL SHARES CAPITAL SHARES CAPITAL CAPITAL DEFICIT TOTAL Balance at March 31, 2023 (As Previously Reported) 100,301,968 $ 100,302 48 $ - 10 $ $ 29,350,427 $ (29,505,146 ) $ (54,417 ) Restatement adjustments - (27,952 ) (606 ) (28,558 ) Balance at March 31, 2023 (As Restated) 100,301,968 $ 100,302 48 $ - 10 $ $ 29,322,475 $ (29,505,752 ) $ (82,975 )
Schedule of cash flows	As Previously Reported Restatement As Restated Net loss $ (275,620 ) $ (606 ) $ (276,226 ) Stock-based compensation 249,654 (27,952 ) 221,702 Accrued liabilities 25,966 28,558 54,524 Non-cash transactions: Operating expenses directly paid by a related party $ - $ 39,423 $ 39,423 (A) To record professional fee of $28,558. (B) To present professional fee paid by a related party of $39,423 as due to related party. (C) To correct over-recorded stock-based compensation expense by $27,952.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Percentage of related party	10%
Percentage of tax benefits	50%

Going Concern Considerations (D

Going Concern Considerations (Details) - Schedule of financial results - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Financial Results [Abstract]
Net loss	$ (276,226)	$ (99,397)
Negative working capital	(82,975)	(28,451)
Stockholders’ deficit	$ (82,975)	$ (28,451)

Accrued Liabilities (Details) -

Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Accrued Liabilities [Abstract]
Accrued general and administrative expenses	$ 44,063	$ 28,962
Accrued liabilities	$ 44,063	$ 28,962

Due to Related Party (Details)

Due to Related Party (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Due to Related Party [Abstract]
Operating expenses paid	$ 39,423	$ 22,685
Due to related party	$ 39,423		$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($)		3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2023
Income Taxes (Details) [Line Items]
Taxable income percentage			80%
Offset taxable income	5 years
pre-tax loss percentage		21%	21%
Federal income tax (in Dollars)		$ 9,108,809
Carryforward amount (in Dollars)		$ 2,057,602
Minimum [Member]
Income Taxes (Details) [Line Items]
Corporate tax rate			34%
Maximum [Member]
Income Taxes (Details) [Line Items]
Corporate tax rate			21%
NOL limit [Member]
Income Taxes (Details) [Line Items]
Taxable income percentage			80%

Income Taxes (Details) - Sched

Income Taxes (Details) - Schedule of deferred tax asset - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Schedule of deferred tax assetd [Abstract]
Benefit from carryforward of net operating loss	$ 2,344,946	$ 2,333,496
Less valuation allowance	(2,344,946)	(2,333,496)
Net deferred tax asset

Shareholders' Equity (Details)

Shareholders' Equity (Details) - Ang Woon Han [Member] - USD ($)	3 Months Ended
	Mar. 31, 2023	Feb. 24, 2023
Shareholders' Equity (Details) [Line Items]
Shares issued		98,000,000
Fair value amount	$ 221,702

Commitments and Contingencies (

Commitments and Contingencies (Details)	1 Months Ended
	May 27, 2016 USD ($)
Commitments and Contingencies [Abstract]
Monthly rental	$ 200

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Apr. 07, 2023 USD ($) shares
Subsequent Events (Details) [Line Items]
Shares of restricted common stock	99,457,724
Total purchase price (in Dollars) | $	$ 225,000
Series C Convertible Non-redeemable Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Shares of convertible non-redeemable preferred stock	48
Series D convertible non-redeemable preferred stock [Member]
Subsequent Events (Details) [Line Items]
Shares of convertible non-redeemable preferred stock	10
RYVYL, Inc. [Member]
Subsequent Events (Details) [Line Items]
Percentage of equity ownership	99.16%

Restatement (Details)

Restatement (Details) - USD ($)		3 Months Ended
	May 22, 2023	Mar. 31, 2023
Condensed Financial Information Disclosure [Abstract]
Understatement of general and administrative expenses	$ 28,558
Overstatement of general and administrative expenses	27,952
Due to related party	$ 39,423
Professional fee		$ 28,558
Professional fee paid by a related party		39,423
Stock-based compensation expense		$ 27,952

Restatement (Details) - Schedul

Restatement (Details) - Schedule of balance sheet	Mar. 31, 2023 USD ($)
As Previously Reported [Member]
Current assets
Prepaid expense and other current assets	$ 511
Total current assets	511
Total assets	511
Current liabilities:
Accrued liabilities	54,928
Due to related party
Total current liabilities	54,928
Stockholders’ deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 shares issued and outstanding at March 31, 2023	100,302
Additional paid-in capital	29,350,472
Accumulated deficit	(29,505,146)
Total stockholders’ deficit	(54,417)
Total liabilities and stockholders’ deficit	511
As Previously Reported [Member] | Undesignated Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
As Previously Reported [Member] | Series C Convertible Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
As Previously Reported [Member] | Series D Convertible Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
Restatement Adjustments [Member]
Current assets
Prepaid expense and other current assets
Total current assets
Total assets
Current liabilities:
Accrued liabilities	(10,865)	[1],[2]
Due to related party	39,423	[1]
Total current liabilities	28,558
Stockholders’ deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 shares issued and outstanding at March 31, 2023
Additional paid-in capital	(27,952)	[3]
Accumulated deficit	(606)	[2],[3]
Total stockholders’ deficit	(28,558)
Total liabilities and stockholders’ deficit
Restatement Adjustments [Member] | Undesignated Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
Restatement Adjustments [Member] | Series C Convertible Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
Restatement Adjustments [Member] | Series D Convertible Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
As Restated [Member]
Current assets
Prepaid expense and other current assets	511
Total current assets	511
Total assets	511
Current liabilities:
Accrued liabilities	44,063
Due to related party	39,423
Total current liabilities	83,486
Stockholders’ deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 shares issued and outstanding at March 31, 2023	100,302
Additional paid-in capital	29,322,475
Accumulated deficit	(29,505,752)
Total stockholders’ deficit	(82,975)
Total liabilities and stockholders’ deficit	511
As Restated [Member] | Undesignated Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
As Restated [Member] | Series C Convertible Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
As Restated [Member] | Series D Convertible Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock value
[1]To present professional fee paid by a related party of $39,423 as due to related party.[2]To record professional fee of $28,558.[3]To correct over-recorded stock-based compensation expense by $27,952.

Restatement (Details) - Sched_2

Restatement (Details) - Schedule of balance sheet (Parentheticals)	Mar. 31, 2023 USD ($) $ / shares shares
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.001
Common stock, shares authorized	200,000,000
Common stock, shares issued	100,301,968
Common stock, shares outstanding	100,301,968
As Previously Reported [Member] | Undesignated Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	9,999,942
Preferred stock, shares issued
Preferred stock, shares outstanding
As Previously Reported [Member] | Series C Convertible Non-Redeemable Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	48
Preferred stock, shares issued	48
Preferred stock, shares outstanding	48
Preferred stock, per share liquidation preference (in Dollars per share) | $ / shares	$ 12,500
Preferred stock, aggregate liquidation value (in Dollars) | $	$ 600,000
As Previously Reported [Member] | Series D Convertible Non-Redeemable Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	10
Preferred stock, shares issued	10
Preferred stock, shares outstanding	10
Preferred stock, per share liquidation preference (in Dollars per share) | $ / shares	$ 8,725
Preferred stock, aggregate liquidation value (in Dollars) | $	$ 87,250
Restatement Adjustments [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.001
Common stock, shares authorized	200,000,000
Common stock, shares issued	100,301,968
Common stock, shares outstanding	100,301,968
Restatement Adjustments [Member] | Undesignated Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	9,999,942
Preferred stock, shares issued
Preferred stock, shares outstanding
Restatement Adjustments [Member] | Series C Convertible Non-Redeemable Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	48
Preferred stock, shares issued	48
Preferred stock, shares outstanding	48
Preferred stock, per share liquidation preference (in Dollars per share) | $ / shares	$ 12,500
Preferred stock, aggregate liquidation value (in Dollars) | $	$ 600,000
Restatement Adjustments [Member] | Series D Convertible Non-Redeemable Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	10
Preferred stock, shares issued	10
Preferred stock, shares outstanding	10
Preferred stock, per share liquidation preference (in Dollars per share) | $ / shares	$ 8,725
Preferred stock, aggregate liquidation value (in Dollars) | $	$ 87,250
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.001
Common stock, shares authorized	200,000,000
Common stock, shares issued	100,301,968
Common stock, shares outstanding	100,301,968
As Restated [Member] | Undesignated Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	9,999,942
Preferred stock, shares issued
Preferred stock, shares outstanding
As Restated [Member] | Series C Convertible Non-Redeemable Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	48
Preferred stock, shares issued	48
Preferred stock, shares outstanding	48
Preferred stock, per share liquidation preference (in Dollars per share) | $ / shares	$ 12,500
Preferred stock, aggregate liquidation value (in Dollars) | $	$ 600,000
As Restated [Member] | Series D Convertible Non-Redeemable Preferred Stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.001
Preferred stock, shares authorized	10
Preferred stock, shares issued	10
Preferred stock, shares outstanding	10
Preferred stock, per share liquidation preference (in Dollars per share) | $ / shares	$ 8,725
Preferred stock, aggregate liquidation value (in Dollars) | $	$ 87,250

Restatement (Details) - Sched_3

Restatement (Details) - Schedule of operation	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Stock-based compensation expense	$ 249,654
General and administrative expenses	25,966
Loss from operations	(275,620)
Interest expense
Net loss	$ (275,620)
Net loss per share – basic and diluted (in Dollars per share) | $ / shares	$ (0.01)
Basic and diluted weighted average shares outstanding (in Shares) | shares	40,581,181
Restatement Adjustments [Member]
Condensed Income Statements, Captions [Line Items]
Stock-based compensation expense	$ (27,952)	[1]
General and administrative expenses	28,558	[2]
Loss from operations	(606)
Interest expense
Net loss	(606)
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Stock-based compensation expense	221,702
General and administrative expenses	54,524
Loss from operations	(276,226)
Interest expense
Net loss	$ (276,226)
Net loss per share – basic and diluted (in Dollars per share) | $ / shares	$ (0.01)
Basic and diluted weighted average shares outstanding (in Shares) | shares	40,581,181
[1]To correct over-recorded stock-based compensation expense by $27,952.[2]To record professional fee of $28,558.

Restatement (Details) - Sched_4

Restatement (Details) - Schedule of operation (Parentheticals)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Net loss per share – Diluted | $ / shares	$ (0.01)
Diluted weighted average shares outstanding | shares	40,581,181
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Net loss per share – Diluted | $ / shares	$ (0.01)
Diluted weighted average shares outstanding | shares	40,581,181

Restatement (Details) - Sched_5

Restatement (Details) - Schedule of changes in stockholders’ equity	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Restatement (Details) - Schedule of changes in stockholders’ equity [Line Items]
Balance at March 31, 2023 (As Previously Reported), CAPITAL	$ (54,417)
Restatement adjustments, CAPITAL	(28,558)
Balance at March 31, 2023 (As Restated), CAPITAL	$ (82,975)
Common Stock [Member]
Restatement (Details) - Schedule of changes in stockholders’ equity [Line Items]
Balance at March 31, 2023 (As Previously Reported), SHARES (in Shares) | shares	100,301,968
Balance at March 31, 2023 (As Previously Reported), CAPITAL	$ 100,302
Restatement adjustments, SHARES (in Shares) | shares
Balance at March 31, 2023 (As Restated), SHARES (in Shares) | shares	100,301,968
Balance at March 31, 2023 (As Restated), CAPITAL	$ 100,302
Additional Paid-in Capital [Member]
Restatement (Details) - Schedule of changes in stockholders’ equity [Line Items]
Balance at March 31, 2023 (As Previously Reported), CAPITAL	29,350,427
Restatement adjustments, CAPITAL	(27,952)
Balance at March 31, 2023 (As Restated), CAPITAL	29,322,475
Accumulated Deficit
Restatement (Details) - Schedule of changes in stockholders’ equity [Line Items]
Balance at March 31, 2023 (As Previously Reported), CAPITAL	(29,505,146)
Restatement adjustments, CAPITAL	(606)
Balance at March 31, 2023 (As Restated), CAPITAL	$ (29,505,752)
Series C | Preferred Stock [Member]
Restatement (Details) - Schedule of changes in stockholders’ equity [Line Items]
Balance at March 31, 2023 (As Previously Reported), SHARES (in Shares) | shares	48
Balance at March 31, 2023 (As Previously Reported), CAPITAL
Balance at March 31, 2023 (As Restated), SHARES (in Shares) | shares	48
Balance at March 31, 2023 (As Restated), CAPITAL
Series D | Preferred Stock [Member]
Restatement (Details) - Schedule of changes in stockholders’ equity [Line Items]
Balance at March 31, 2023 (As Previously Reported), SHARES (in Shares) | shares	10
Balance at March 31, 2023 (As Restated), SHARES (in Shares) | shares	10

Restatement (Details) - Sched_6

Restatement (Details) - Schedule of cash flows	3 Months Ended
	Mar. 31, 2023 USD ($)
As Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net loss	$ (275,620)
Stock-based compensation	249,654
Accrued liabilities	25,966
Operating expenses directly paid by a related party
Net Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net loss	(606)
Stock-based compensation	(27,952)
Accrued liabilities	28,558
Operating expenses directly paid by a related party	39,423
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net loss	(276,226)
Stock-based compensation	221,702
Accrued liabilities	54,524
Operating expenses directly paid by a related party	$ 39,423