Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

15 SUBSEQUENT EVENTS

Conversion of convertible debt

Between October 9, 2025 and October 15, 2025, the Company received conversion notices from convertible note holders converting an aggregate of $472,712 into 36,385,616 shares of common stock at conversion prices ranging from $0.005 per share to $0.02 per share, resulting in a loss on conversion of $423,118. 

Convertible debt funding

On October 1, 2025, the Company entered into two convertible note agreements pursuant to which the Company issued 2 convertible promissory notes, each totaling $62,500, each with an original issue discount of $12,500, for net proceeds of $50,000 each. The notes are unsecured and mature on July 2, 2026, bearing interest at 10% 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 the lesser of $0.01 or 90% of the average of the two lowest volume weighted average prices (“VWAPS”) for the 20 consecutive trading days prior to conversion (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.

On October 1, 2025, the Company entered into a securities purchase agreement pursuant to which the Company issued a convertible promissory note for $50,000 and a five year warrant exercisable for 2,500,000 shares of common stock at an exercise price of $0.04 per share. The note is unsecured and matures on September 30, 2026, bearing interest at 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 $0.01 (as adjusted for stock splits, stock combinations, and similar events), unless there is an event of default, as defined in the agreement, whereby the conversion price will be 75% of the lowest volume weighted average prices for the 30 days prior to conversion. 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. The warrants are price protected and any subsequent equity transaction at a lower exercise price will reduce the exercise price of the warrant, to that lower price.

On October 3, 2025, the Company entered into a convertible promissory note agreement for $25,000. The note is unsecured and matures on October 3, 2026, bearing interest at 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 $0.01 (as adjusted for stock splits, stock combinations, and similar events). 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.

Temporary modification of conversion price of convertible debt

On October 1, 2025, the Company entered into an agreement with certain convertible note holders and warrant holders whereby the Company and the convertible note holders agreed as follow:

● To cancel all warrants currently issued, if any.

● To modify the conversion price of certain convertible debt from $0.345 per share to a conversion price of $0.01 per share of common stock. 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, this approval was obtained on October 3, 2025.

Increase in authorized share capital

On October 3, 2025, the Company filed restated articles of incorporation with the Secretary of State of the State of Nevada, increasing the authorized capital of the company to 1,600,000,000 shares, of which 1,500,000,000 are designated as common stock and 100,000,000 is designated as preferred shares. The amendment to the articles of incorporation was approved by majority written consent of the shareholders in terms of Nevada Revised Statutes and became immediately effective upon filing.

Joint Venture Agreement

On October 29, 2025, the Company entered into a Limited Liability Company Operating Agreement with Brant Point Solutions, LLC to form a new Delaware limited liability company, Jetties Partners, LLC (d/b/a IPSIPAY) (the “Joint Venture”).

The purpose of the Joint Venture is to develop, market, distribute, and operate real-time financial technology merchant processing payment solutions branded as IPSIPay or PayzliPlus, initially targeting gaming, sportsbook, and casino entertainment markets.

The Agreement outlines the parties’ respective contributions, governance structure, management rights, and other material terms relating to the operation of the Joint Venture. The Company believes that this collaboration will expand its reach within the real-time payments and gaming merchant processing industries through the integration of complementary technologies and market relationships.

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.