10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-22711

COYNI, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

76-0640970

(IRS EMPLOYEE IDENTIFICATION NO.)

3131 Camino Del Rio N, Suite 1400, San Diego, CA 92108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(855) 201-1613

(ISSUER TELEPHONE NUMBER)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging Growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

On August 14, 2023, the registrant had outstanding 100,301,968 shares of Common Stock, $0.001 par value per share.

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
	Statements of Operations for Three and Six months ended June 30, 2023 and 2022 (Unaudited)	2
	Statements of Changes in Stockholders’ Equity for Three and Six months ended June 30, 2023 and 2022 (Unaudited)	3
	Statements of Cash Flows for Six months ended June 30, 2023 and 2022 (Unaudited)	4
	Notes to Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	12
PART II
Item 1.	Legal Proceedings	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	15
	Signatures	16

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

COYNI, INC.

BALANCE SHEETS

	June 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current assets:
Prepaid expenses and other current assets	$	511		$	511
Total current assets		511			511
Total assets	$	511		$	511
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	16,919		$	-
Accrued liabilities and other payable		77,906			28,962
Total current liabilities		94,825			28,962
Stockholders' equity (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 June 30, 2023 and December 31, 2022; $12,500 per share liquidation preference ($600,000 aggregate liquidation preference at June 30, 2023)		-			-
Series D convertible non-redeemable preferred stock, $0.001 par value, 10 shares authorized, issued and outstanding at June 30, 2023 and December 31, 2022; $8,725 per share liquidation preference ($87,250 aggregate liquidation preference at June 30, 2023)		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized, 100,301,968 and 2,301,968 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		100,302			2,302
Additional paid-in capital		29,322,475			29,198,773
Accumulated deficit		(29,517,091	)		(29,229,526	)
Total stockholders' deficit		(94,314	)		(28,451	)
Total liabilities and stockholders' deficit	$	511		$	511

The accompanying notes are an integral part of these financial statements.

1

COYNI, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Six Months Ended June 30,						For the Three Months Ended June 30,
	2023			2022			2023			2022
Operating expenses
Stock Compensation expense	$	221,702		$	-		$	-		$	-
General and administrative expenses		65,863			40,816			11,339			20,892
Loss from operations		(287,565	)		(40,816	)		(11,339	)		(20,892	)
Non-operating income
Other Income		-			-			-			-
Interest expense		-			(133,004	)		-			(53,531	)
Total non-operating income, net		-			(133,004	)		-			(53,531	)
Net loss	$	(287,565	)	$	(173,820	)	$	(11,339	)	$	(74,423	)
Net loss per share – basic and diluted	$	(0.00	)	$	(0.08	)	$	(0.00	)	$	(0.03	)
Basic and diluted weighted average shares outstanding		69,449,206			2,301,968			100,301,968			2,301,968

The accompanying notes are an integral part of these financial statements.

2

COYNI, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

					PREFERRED STOCK								ADDITIONAL
					SERIES C				SERIES D				PAID-IN		ACCUMULATED
	SHARES		CAPITAL		SHARES		CAPITAL		SHARES		CAPITAL		CAPITAL		DEFICIT			TOTAL
Balance at December 31, 2022		2,301,968	$	2,302		48	$	-		10	$	-	$	29,198,773	$	(29,229,526	)	$	(28,451	)
Net loss		-		-		-		-		-		-		-		(276,226	)		(276,226	)
Stock Compensation expense		98,000,000		98,000		-		-		-		-		123,702		-			221,702
Balance at March 31, 2023		100,301,968		100,302		48		-		10		-		29,322,475		(29,505,752	)		(82,975	)
Net loss		-		-		-		-		-		-		-		(11,339	)		(11,339	)
Balance at June 30, 2023		100,301,968	$	100,302		48	$	-		10	$	-	$	29,322,475	$	(29,517,091	)	$	(94,314	)

					PREFERRED STOCK								ADDITIONAL
					SERIES C				SERIES D				PAID-IN		ACCUMULATED
	SHARES		CAPITAL		SHARES		CAPITAL		SHARES		CAPITAL		CAPITAL		DEFICIT			TOTAL
Balance at December 31, 2021		2,301,968	$	2,302		48	$	-		10	$	-	$	22,487,937	$	(29,002,430	)	$	(6,512,191	)
Net loss		-		-		-		-		-		-		-		(99,397	)		(99,397	)
Balance at March 31, 2022		2,301,968		2,302		48		-		10		-		22,487,937		(29,101,827	)		(6,611,588	)
Net loss		-		-		-		-		-		-		-		(74,423	)		(74,423	)
Settlement of liabilities with a related party		-		-		-		-		-		-		5,577,937		-			5,577,937
Balance at June 30, 2022		2,301,968	$	2,302		48	$	-		10	$	-	$	28,065,874	$	(29,176,250	)	$	(1,108,074	)

The accompanying notes are an integral part of these financial statements.

3

COYNI, INC.

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

	2023			2022
Cash flows from operating activities:
Net loss	$	(287,565	)	$	(173,820	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Compensation expense		221,702			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		-			980
Accounts payable		16,919
Accrued liabilities and other payable		48,944			172,840
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:
Assignment of third-party liabilities to a related party	$	-		$	5,577,937
Settlement of liabilities with a related party	$	-		$	5,577,937
Operating expenses directly paid by a related party	$	-		$	45,964

The accompanying notes are an integral part of these financial statements.

4

COYNI, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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 June 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 June 30, 2023 and December 31, 2022, and for the six and three months ended June 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.

5

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 six and three months ended June 30, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the six and three months ended June 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.

2. GOING CONCERN CONSIDERATIONS

During the six months ended June 30, 2023 and 2022, and as of June 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 six months ended June 30, 2023 and 2022	$	(287,565	)	$	(173,820	)

Negative working capital as of June 30, 2023 and December 31, 2022	(94,314	)	(28,451	)
Stockholders’ deficit as of June 30, 2023 and December 31, 2022	(94,314	)	(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. 

6

3. ACCRUED LIABILITIES AND OTHER PAYABLE

The accrued liabilities are summarized below:

	June 30, 2023		December 31, 2022
Accrued general and administrative expenses	$	38,483	$	28,962
Other payable		39,423		-
Accrued liabilities and other payable	$	77,906	$	28,962

As of June 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. 

4. 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 June 30, 2023 and December 31, 2022 were as follows:

	June 30, 2023			December 31, 2022
Deferred tax assets
Benefit from carryforward of net operating loss	$	2,347,327		$	2,333,496
Less valuation allowance		(2,347,327	)		(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 June 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 $2,068,941 that will carryforward indefinitely. 

5. 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 six months ended June 30, 2023.

6. 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.

7. 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.

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). All references to “common shares” refer to the common shares in our capital stock.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

As used in this quarterly report, the terms “we”, “us”, “our”, “our company” and “Coyni” mean Coyni, Inc., unless otherwise indicated.

OVERVIEW

Our company was formed on July 23, 2001 when Solis Communications, Inc., a company incorporated in the State of Texas on February 26, 2001, completed the acquisition of Berens Industries, Inc., a company originally incorporated in the State of Nevada on January 9, 1985. On September 17, 2001, we changed our name to Crescent Communications Inc. d.b.a Crescent Broadband. On November 15, 2004, we changed our name to Bluegate Corporation. On March 19, 2015, we changed our name to Logicquest Technology, Inc. On June 23, 2023, the Company changed its name to Coyni, Inc. (“Coyni”).

We are a Nevada corporation that previously operated as a broadband network service provider, providing internet connectivity to corporate clients on a subscription basis. During May 2014 our board of directors authorized an orderly wind-down of our Company’s internet connectivity business which ceased effective June 30, 2014.

We are currently a company with no operations. To sustain our company’s operation, our board is currently seeking investment opportunities. At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a business opportunity, or whether the opportunity’s operations will be profitable. If we are unable to secure adequate capital to continue our business, our shareholders will lose some or all of their investment and our business will likely fail.

Effective on April 7, 2023, the selling shareholder of our 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. 

RESULTS OF OPERATIONS

Three Months Ended June 30, 2023 compared to the Three Months Ended June 30, 2022

We had a net loss of $11,339 for the three months ended June 30, 2023 which was $63,084 less than the net loss of $74,423 for the six months ended June 30, 2022. The decrease in our net loss was mainly due to decreased professional fee, and decreased interest expenses resulting from clearing up of all the outstanding notes by the Company in June 2022.

8

The following table summarizes key items of comparison and their related increase (decrease) for the three months ended June 30, 2023 and 2022:

							Increase (Decrease)
	2023			2022			2023 from 2022
Revenue	$	-		$	-		$	-
Stock-based compensation		-			-			-
General and administrative expenses		11,339			20,892			(9,553	)
Loss from operations		(11,339	)		(20,892	)		(9,553	)
Interest expense		-			(53,531	)		(53,531	)
Net loss	$	(11,339	)	$	(74,423	)	$	(63,084	)

Revenue

We did not earn any revenues during the three months ended June 30, 2023 or 2022.

Operating expenses

We had $11,339 general and administrative expenses for the three months ended June 30, 2023, a decrease of $9,553 from $20,892 general and administrative expenses for the three months ended June 30, 2022, the decrease was mainly due to decreased professional fees of $9,553.

Six Months Ended June 30, 2023 compared to the Six Months Ended June 30, 2022

We had a net loss of $287,565 for the six months ended June 30, 2023, which was $113,745 more than the net loss of $173,820 for the six months ended June 30, 2022. The increase in our net loss was mainly due to the increase in stock-based compensation expense and professional fee which was partly offset by a decrease in interest expenses resulting from clearing up of all the outstanding notes by the Company in June 2022.

The following table summarizes key items of comparison and their related increase (decrease) for the six months ended June 30, 2023 and 2022:

							Increase (Decrease)
	2023			2022			2023 from 2022
Revenue	$	-		$	-		$	-
Stock-based compensation		221,702			-			221,702
General and administrative expenses		65,863			40,816			25,047
Loss from operations		(287,565	)		(40,816	)		246,749
Interest expense		-			(133,004	)		(133,004	)
Net loss	$	(287,565	)	$	(173,820	)	$	113,745

Revenue

We did not earn any revenues during the six months ended June 30, 2023 or 2022.

Operating expenses

We had $65,863 general and administrative expenses for the six months ended June 30, 2023, an increase of $25,047 from $40,816 general and administrative expenses for the six months ended June 30, 2022, the increase was mainly due to increased professional fees of $25,047. For the six months ended June 30, 2023, the Company had stock-based compensation expense of $221,702 paid to the Company’s former major shareholder and the director.

9

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2023, our cash and cash equivalents were $0; total current liabilities were $94,825 and total stockholders’ deficit was $94,314.

Working Capital

	At June 30, 2023			At December 31, 2022
Current assets	$	511		$	511
Current liabilities		94,825			28,962
Working capital deficit	$	(94,314	)	$	(28,451	)

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

FINANCIAL CONDITION

					Increase (Decrease)
	2023		2022		2023 from 2022
Net cash provided by (used in) operating activities	$	-	$	-	$	-
Net cash provided by (used in) investing activities		-		-		-
Net cash provided by (used in) financing activities		-		-		-
Net increase (decrease) in cash	$	-	$	-	$	-
Cash balance at end of period	$	-	$	-	$	-

We did not generate any revenues nor have any cash activities during the six months ended June 30, 2023 and 2022; however, we had professional fees of $65,863 and stock compensation expense of $221,702 during the six months ended June 30, 2023.

We did not have any investing activities during the six months ended June 30, 2023 and 2022.

We did not have any financing activities during the six months ended June 30, 2023 and 2022.

To date we have relied on proceeds from the sale of our shares and on loans from officers and directors, related companies and an independent third party in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our officers and directors, related companies or the independent third party will provide us with any future loans. We intend to use debt to cover the anticipated negative cash flows until we can operate at a break-even cash flow mode. We may seek additional capital to fund potential costs associated with possible expansion and/or acquisitions. We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources. Stockholders should assume that any additional funding will likely be dilutive.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material. See Note 1 of the Notes to Financial Statements included in this quarterly report for a summary of significant accounting policies and the effect on our unaudited financial statements.

10

GOING CONCERN

During the six months ended June 30, 2023 and 2022, and as of June 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 related parties and independent third parties. We experienced negative financial results as follows:

	2023			2022
Net loss for the six months ended June 30, 2023 and 2022	$	(287,565	)	$	(173,820	)
Negative working capital as of June 30, 2023 and December 31, 2022		(94,314	)		(28,451	)
Stockholders’ deficit as of June 30, 2023 and December 31, 2022		(94,314	)		(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.

Prior to April 7, 2023, our operations was primarily funded by Logicquest Technology Limited, a company controlled by the Company’s former Chief Financial Officer, Mr. Cheng Yew Siong. 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.

These steps have provided us with the cash flows to continue our business, but have not resulted in significant improvement in our financial position. We are considering alternatives to address our cash flow situation that include:

● Raising capital through additional sale of our common stock and/or debt securities.

● Reducing cash operating expenses to levels that are in line with current revenues.

These alternatives could result in substantial dilution of existing stockholders. There can be no assurance that our current financial position can be improved, that we can raise additional working capital or that we can achieve positive cash flows from operations. Our long-term viability as a going concern is dependent upon the following:

● Our ability to locate sources of debt or equity funding to meet current commitments and near-term future requirements.

● Our ability to achieve profitability and ultimately generate sufficient cash flow from operations to sustain our continuing operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined in 17 CFR § 229.10(f)(1), we are not required to provide the information requested by this Item. 

11

Item 4. Controls and Procedures.

The Company’s Chief Executive, Ben Errez, is responsible for establishing and maintaining disclosure controls and procedures for the Company.

Evaluation of Disclosure Controls and Procedures

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our principal accounting officer  has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, who until such time the Company hires a Chief Financial Officer/Treasurer will be serving as our principal accounting officer, to allow timely decisions regarding required disclosure as a result of continuing weaknesses in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2022, due to insufficiently qualified accounting and other finance personnel with an appropriate level of U.S. GAAP knowledge and experience, to effectively address the U.S. GAAP accounting financial reporting, internal control, and other regulatory compliance requirements and lack of segregation of duties. Management believes that our lack of experience with U.S. GAAP and lack of segregation of duties constitutes material weaknesses in our internal control over financial reporting, which also resulted in the restatement contained in this Form 10-Q/A. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Report of Management

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Exchange Act Rule 13a-15. Our ICFR is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of our ICFR based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of June 30, 2023, our ICFR was not effective at the reasonable assurance level based on those criteria.

Our independent public accountant has not conducted an audit of our controls and procedures regarding ICFR and therefore expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to ICFR.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management does not expect that its disclosure controls or its ICFR will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 6, 2023, the Company issued 98,000,000 shares of its common stock to Ang Woon Han as compensation under an Employment Agreement for Director between the Company and Mr. Han dated February 24, 2023. The shares were issued in consideration of past services rendered by Mr. Han as a Director of the Company and for future services. Mr. Han paid no cash consideration for the shares. The Company relied on Section 4(a)(2) of the Securities Act as an available exemption to registration, and the shares were issued as restricted securities under Rule 144 of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On April 17, 2023, in a private transaction consented to by the Company, Ang Woon Han sold 99,457,724 shares of restricted common stock to RYVYL, Inc., a Nevada  corporation (NASDAQ:RVYL), along with 48 shares of Series C Convertible Non-Redeemable Preferred Stock (“Series C”) and 10 shares of Series D Convertible Non-Redeemable Preferred Stock (“Series D”), for $225,000 resulting in the change in control of the Company. The Company is holding in escrow, however, 1,457,724 shares of the common stock sold, and $50,000 of the purchase price, pending a lost certificate replacement, which the Company expects to close in the third quarter. The Series C converts into 1,250 shares of common stock, and each share votes at the equivalence of 18,750 per share, and Series D converts into 1,250 shares of common stock, and each share votes at the equivalence of 187,500 shares of common stock. As a result of this transaction, RYVL holds title to 99.16% of the Company’s common stock, and all issued and outstanding shares of preferred stock in the Company. The source of the funds used for the purchase was general operating revenue of RYVL. There are no arrangements or understandings between RYVL and Mr. Han, or their respective associates, with respect to election of directors or other matters.

As a result of the above-referenced transaction, Cheng Yew Siong resigned as Director, Chief Financial Officer and Principal Accounting Officer, and Ang Woon Han resigned as Director effective April 7, 2023. In turn, RVYL voted its shares to appoint Ben Errez, as Chairman of the Board of Directors, and Ezra Laniado and Genevieve Baer, both of whom are deemed independent under Rule 5605(a)(2) of the Nasdaq Capital Markets, as directors. In turn, the Board appointed Errez as President and Chief Executive Officer, and Jasmine Farrington as Secretary. Farrington has no policy-making authority as Secretary. The Board has elected to appoint Ben Errez as Chief Financial Officer on July 10,2023.

13

Business Experience of Directors and Executive Officer

Ben Errez, age 62, is our Chairman of the Board, and President and Chief Executive Officer (and principal accounting officer). He has acted as Chairman of the Board of Directors, Executive Vice President, Principal Financial Officer and Principal Accounting Officer for RVYL since July 2017. Since 2017, Errez has been a principal of the GreenBox Business. From August 2004 until August 2015, Errez formed the start-up IHC Capital, where he held the position of Principal Consultant from founding to the present date, through which he advises clients in the South Pacific region with market capitalizations ranging from $50M to $150M on matters such as commerce, security, reliability and privacy. From January 1991 to August 2004, he served as Software Development Lead for the Microsoft International Product Group. He led the International Microsoft Office Components team (Word, Excel, PowerPoint) in design, engineering, development and successful deployment. He also served as Executive Representative of Microsoft Office and was a founding member of the Microsoft Trustworthy Computing Forum, both within the company, and internationally. Errez co-authored the first Microsoft Trustworthy Computing Paper on Reliability. At Microsoft, Mr. Errez was responsible for the development of the first Microsoft software translation Software Development Kit (“SDK”) in Hebrew, Arabic, Thai and Simplified Chinese, as well as the development of the first bidirectional extensions to Rich Text Format (“RTF”) file format, all bidirectional extensions in text converters for Microsoft Office, and contributed to the development of the international extensions to the Unicode standard to include bidirectional requirements under the World Wide Web Consortium (“W3C”). He received his Bachelor Degree in Mathematics and Computer Science from the Hebrew University.

Ezra Laniado, age 39, is a director. He is an accomplished leader with a diverse background in both business and nonprofit sectors. Currently serving as a Director for RYVYL Inc. since February 2021, Laniado brings valuable insights and strategic acumen to the board. In May 2023, he assumed the role of Executive Director of the Southwest at StandWithUs, showcasing his commitment to promoting educational initiatives. Laniado's impact extends through various roles. From 2018 to 2023, he steered the San Diego chapter of Friends of Israel Defense Forces as its Executive Director, raising over $15 million in donations and overseeing 150 volunteers. Notably, he founded and established the Israeli American Council's San Diego chapter from 2017 to 2018. Laniado's entrepreneurial prowess shines as the co-Founder of the highly successful real estate firm, Stoz Group. He previously co-founded and directed Shonglulu Group, a prominent fashion brand, where he orchestrated funding efforts, devised marketing strategies, and executed business plans. Laniado's legal background as an attorney in Israel for four years before 2014 adds depth to his skill set. He holds a B.A. and an L.L.B. from the esteemed Interdisciplinary Center Herzliya (Reichman University). With a remarkable track record, Laniado continues to drive growth, innovation, and philanthropy across diverse sectors.

Genevieve Baer, age 46, is a director. She has served as a Director for RVYL since February 2021 and has been chief executive officer of JKH Consulting since 2009. JKH Consulting is a real estate finance consulting firm that has advised on transactions with a collective value of over $10 billion. Prior to her work with JKH Consulting, Baer worked at Magnet Industrial Bank for 6 years at the end of which tenure she was a Senior Vice President. Baer also worked at US Bancorp Piper Jaffray for 9 years as a Vice President working on equity and debt real estate financings. Baer earned a B.S. in chemistry as well as an MBA from the University of Utah.

14

Item 6. Exhibits.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance Document	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	X

15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

COYNI, INC.

/s/ Ben Errez

By: Ben Errez

Its: Director, Chief Executive Officer, and

Chief Financial Officer

Date: August 14, 2023

16

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES AND EXCHANGE ACT RULE 13A-14(A)/15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

COYNI, INC.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 302

I, Ben Errez, certify that:

1. I have reviewed this Form 10-Q of Coyni, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am the registrant’s principal executive officer and thus am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.       Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.       Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions):

a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information, including but not limited to those identified in Item 4 (Controls and Procedures) in the registrant’s quarterly report on Form 10-Q; and

b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 14, 2023

By:	/s/ Ben Errez
	Ben Errez
	Chief Executive Officer
	(Principal Executive Officer)

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES AND EXCHANGE ACT RULE 13A-14(A)/15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

COYNI, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Ben Errez, certify that:

1. I have reviewed this Form 10-Q of Coyni, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am the registrant’s principal financial officer and am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.       Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.       Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions):

a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information in the registrant’s quarterly report on Form 10-Q/A; and

b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 14, 2023

By:	/s/ Ben Errez
	Ben Errez
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES AND EXCHANGE ACT RULE 13A-14(A)/15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

COYNI, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Amended Quarterly Report of Coyni, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ben Errez, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)       The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Ben Errez and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: August 14, 2023

By:	/s/ Ben Errez
	Ben Errez
	Chief Executive Officer
	(Principal Executive Officer)

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES AND EXCHANGE ACT RULE 13A-14(A)/15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

CERTIFICATE OF CHIEF FINANCIAL OFFICER

COYNI, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Coyni, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ben Errez, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)       The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Ben Errez and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: August 14, 2023

By:	/s/ Ben Errez
	Ben Errez
	Chief Financial Officer
	(Principal Financial Officer)

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 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	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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

XML

BALANCE SHEETS - USD ($)	Jun. 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:
Accounts payable	16,919	0
Accrued liabilities	77,906	28,962
Total current liabilities	94,825	28,962
Stockholders' equity (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	(29,517,091)	(29,229,526)
Total stockholders’ deficit	(94,314)	(28,451)
Total liabilities and stockholders’ deficit	511	511
Series C Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, Value, Issued	0	0
Series D Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, Value, Issued	$ 0	$ 0

XML

BALANCE SHEETS (Parentheticals) - USD ($)	Jun. 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

XML

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses
Stock Compensation expense	$ 0	$ 0	$ 221,702	$ 0
General and administrative expenses	11,339	20,892	65,863	40,816
Loss from operations	(11,339)	(20,892)	(287,565)	(40,816)
Non-operating income
Other Income	0	0	0	0
Interest expense	0	(53,531)	0	(133,004)
Total non-operating income, net	0	(53,531)	0	(133,004)
Net loss	$ (11,339)	$ (74,423)	$ (287,565)	$ (173,820)
Net loss per share – basic and diluted (in Dollars per share)	$ 0	$ (0.03)	$ 0	$ (0.08)
Basic and diluted weighted average shares outstanding (in Shares)	100,301,968	2,301,968	69,449,206	2,301,968

XML

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						(173,820)
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
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)
Expenses paid by former shareholder as capital contribution				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
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-based compensation			$ 98,000	123,702		221,702
Stock-based compensation (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						(287,565)
Stock-based compensation						221,702
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
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

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STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (11,339)	$ (74,423)	$ (287,565)	$ (173,820)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Compensation expense	0	0	221,702	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			0	980
Accounts payable			16,919
Accrued liabilities and other payable			48,944	172,840
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
Supplemental disclosure of cash flows Information:
Cash paid for interest			0	0
Cash paid for income taxes			0	0
Non-cash transactions:
Assignment of third-party liabilities to a related party			0	5,577,937
Settlement of liabilities with a related party			0	5,577,937
Operating expenses directly paid by a related party			$ 0	$ 45,964

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 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 June 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 June 30, 2023 and December 31, 2022, and for the six and three months ended June 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 six and three months ended June 30, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the six and three months ended June 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.

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GOING CONCERN CONSIDERATIONS

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

2. GOING CONCERN CONSIDERATIONS

During the six months ended June 30, 2023 and 2022, and as of June 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 six months ended June 30, 2023 and 2022	$	(287,565	)	$	(173,820	)

Negative working capital as of June 30, 2023 and December 31, 2022	(94,314	)	(28,451	)
Stockholders’ deficit as of June 30, 2023 and December 31, 2022	(94,314	)	(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. 

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ACCRUED LIABILITIES AND OTHER PAYABLE

6 Months Ended

Jun. 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:

	June 30, 2023		December 31, 2022
Accrued general and administrative expenses	$	38,483	$	28,962
Other payable		39,423		-
Accrued liabilities and other payable	$	77,906	$	28,962

As of June 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. 

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INCOME TAXES

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

4. 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 June 30, 2023 and December 31, 2022 were as follows:

	June 30, 2023			December 31, 2022
Deferred tax assets
Benefit from carryforward of net operating loss	$	2,347,327		$	2,333,496
Less valuation allowance		(2,347,327	)		(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 June 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 $2,068,941 that will carryforward indefinitely. 

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SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Equity [Text Block]

5. 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 six months ended June 30, 2023.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

6. 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.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events [Text Block]

7. 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.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 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 June 30, 2023 and December 31, 2022, and for the six and three months ended June 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 six and three months ended June 30, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the six and three months ended June 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.

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GOING CONCERN CONSIDERATIONS (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

During the six months ended June 30, 2023 and 2022, and as of June 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 six months ended June 30, 2023 and 2022	$	(287,565	)	$	(173,820	)

Negative working capital as of June 30, 2023 and December 31, 2022	(94,314	)	(28,451	)
Stockholders’ deficit as of June 30, 2023 and December 31, 2022	(94,314	)	(28,451	)

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ACCRUED LIABILITIES AND OTHER PAYABLE (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

The accrued liabilities are summarized below:

	June 30, 2023		December 31, 2022
Accrued general and administrative expenses	$	38,483	$	28,962
Other payable		39,423		-
Accrued liabilities and other payable	$	77,906	$	28,962

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The composition of deferred tax assets at June 30, 2023 and December 31, 2022 were as follows:

	June 30, 2023			December 31, 2022
Deferred tax assets
Benefit from carryforward of net operating loss	$	2,347,327		$	2,333,496
Less valuation allowance		(2,347,327	)		(2,333,496	)
Net deferred tax asset	$	-		$	-

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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

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GOING CONCERN CONSIDERATIONS (Details) - Schedule of Segment Reporting Information, by Segment - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Segment Reporting Information By Segment Abstract
Net loss for the six months ended June 30, 2023 and 2022	$ (11,339)	$ (276,226)	$ (74,423)	$ (99,397)	$ (287,565)	$ (173,820)
Negative working capital as of June 30, 2023 and December 31, 2022	(94,314)				(94,314)		$ (28,451)
Stockholders’ deficit as of June 30, 2023 and December 31, 2022	$ (94,314)	$ (82,975)	$ (1,108,074)	$ (6,611,588)	$ (94,314)	$ (1,108,074)	$ (28,451)	$ (6,512,191)

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ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Accounts Payable And Accrued Liabilities Abstract
Accrued general and administrative expenses	$ 38,483	$ 28,962
Other payable	39,423	0
Accrued liabilities	$ 77,906	$ 28,962

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INCOME TAXES (Details) - USD ($)		6 Months Ended
	Dec. 22, 2017	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	34.00%	21.00%
Effective Income Tax Rate Reconciliation, Percent		21.00%
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)		$ 2,068,941

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INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Deferred Tax Assets And Liabilities Abstract
Benefit from carryforward of net operating loss	$ 2,347,327	$ 2,333,496
Less valuation allowance	(2,347,327)	(2,333,496)
Net deferred tax asset	$ 0	$ 0

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SHAREHOLDERS' EQUITY (Details) - USD ($)		3 Months Ended	6 Months Ended
	Feb. 24, 2023	Mar. 31, 2023	Jun. 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

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COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating Lease, Expense	$ 200