Subsequent Events

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

15 SUBSEQUENT EVENTS

Conversion of convertible debt

Between July 14, 2025 and August 12, 2025, the Company received conversion notices from convertible note holders converting an aggregate of $29,403 into 50,261,874 shares of common stock at a conversion price of $0.000585 per share, resulting in a loss on conversion of $185,474. 

Convertible debt funding

On July 24, 2025, the Company entered into Securities Purchase Agreement pursuant to which the Company issued a convertible promissory note and a warrants to one accredited investment entity for total gross proceeds of $50,000. The note is unsecured, mature 12 months from issuance date and bear interest at a rate of 8% per annum based on a 360 day trading-year, and are convertible into shares of common stock of the Company at a conversion price of $0.005 per share (as adjusted for stock splits, stock combinations, and similar events). The Notes may be prepaid at any time without penalty. The Note contains customary events of default. The Company is under no obligation to register the shares of Common Stock underlying the Notes for public resale. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 10,000,000 shares of the Common Stock at an exercise price of $0.005 per share (as adjusted for stock splits, stock combinations, and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

Cancellation of certain warrants and issue of common shares in lieu thereof and modification of conversion features of certain convertible notes.

On August 13, 2025, the Company entered into an agreement with certain convertible note holders and warrant holders whereby the Company and the convertible note and warrant holders agreed as follow:

● To cancel certain warrants exercisable for 1,853,425,066 shares of common stock and issue the investors an aggregate of 10,000,000 shares of common stock in lieu thereof.

● To modify the conversion price of certain convertible debt from prices ranging from $0.0005 to $0.345 to a conversion price of $0.01 per share of common stock, thereby reducing the number of shares of common stock that the aggregate convertible debt at June 30, 2025 is convertible into from 4,039,314,101 to 285,033,744. This is subject to certain conditions, including i) if the shares of common stock trade above $0.04 during the period expiring on December 31, 2025, the investors may convert up to 10% of the aggregate debt outstanding, ii) if the common stock trades below $0.01 and/or the Company generates no revenue by December 31, 2025, then the conversion price reverts to the original conversion price per common stock, iii) the Company has to produce revenues of at least $250,000 prior to December 31, 2025, and iv) the Company will seek approval to increase it authorized common stock by October 31, 2025, by a number to be determined by the management of the Company, should the Company be unsuccessful in increasing the authorized number of shares, the convertible notes will revert to their original terms.

Other than the above, the Company has evaluated subsequent events through the date the financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.