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SHAREHOLDERS’ DEFICIT
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
SHAREHOLDERS’ DEFICIT

14.       SHAREHOLDERS’ DEFICIT

 

Preferred stock

 

As of December 31, 2025 and 2024, the Company’s preferred stocks have been designated, as follows:

     
   No. of shares 
Series A Preferred Stock   10,000,000 
Series B Preferred Stock   1,000,000 
Series C Preferred Stock   1 

 

As of December 31, 2025 and 2024, the Company’s authorized shares were 30,000,000,000 shares of preferred stock, with a par value of $0.0001 per share.

 

 

   

Series A Preferred Stock

  

Series B Preferred Stock

  

Series C Preferred Stock

             
Liquidation Preference   None   None   None
Conversion Rights   Series A Preferred Stock do not convert into Common Stock.   Series B Preferred Stock do not convert into Common Stock.   Each one share of Series C Convertible Preferred Stock converts into 9.99% of the outstanding shares of common stock less the number of shares of common stock held by the holder; provided that any such optional conversion must involve the conversion of all of the holder’s shares of Series C Convertible Preferred Stock.
Dividend Rights   Holders of Series A shall not have the right to receive dividends or distributions.   Holders of Series B shall not have the right to receive dividends or distributions.   Holders of Series C shall have the right to receive dividends or distributions only to the extent lawfully declared by the Board.
Voting Rights   Holders of Series A Preferred Stock are entitled to vote on matters submitted to a vote of the shareholders with each one share having 200 votes.   Holders of Series B Preferred Stock have no voting rights.  

Holders of Series C Convertible Preferred Stock are generally not allowed to vote on an “as converted” basis on matters submitted to holders of the common stock, or any class thereof.

 

As of December 31, 2025 and 2024, the Company had 10,000,000 and 10,000,000 shares of Series A Preferred Stock issued and outstanding, respectively.

 

As of December 31, 2025 and 2024, the Company had 366,346 and 366,346 shares of Series B Preferred Stock issued and outstanding, respectively.

 

As of December 31, 2025 and 2024, the Company had 1 and 1 share of Series C Preferred Stock issued and outstanding, respectively. 

 

Common stock

 

As of December 31, 2025 and 2024, the Company’s authorized shares were 270,000,000,000 shares of common stock, with a par value of $0.0001 per share.

 

On March 11, 2025, the Company issued 31,430,316 shares of its common stock to certain consultants to settle $565,746 of their fees payable due and recognized at December 31, 2024.

 

On December 1, 2025, the Company issued 14,992,504 shares of common stock to Chan Sze Yu, CEO and director, at $0.03335 per share to settle $500,000 earn-out payable. The per share price of common stock was based upon the fifteen day average closing price of the Company’s common stock immediately preceding the date of the debt to equity conversion Agreement. The debt to equity conversion agreement was approved by Board of Directors on December 1, 2025.

 

On December 31, 2025, the Company issued 7,462,687 shares of common stock to Mak Pak Fai Ray of $200,000 for private placement, at the market value of $0.0268 per share.

 

As of December 31, 2025 and 2024, the Company had 362,844,342 and 308,958,835 shares of common stock issued and outstanding, respectively.

 

Common stock to be issued

 

On December 30, 2025, the Company and Star Warehouse Engineering Limited entered into settlement and share issuance agreement (the “Agreement”). Pursuant to the Agreement, the Company agreed to issue Ng Chun Man (on behalf of Star Warehouse Engineering Limited) 15,816,576 shares of its common stock at the market price of $0.0321 per share, representing the amount of $507,516 to settle construction payable in full.

 

Subsequently, the Company issued 15,816,576 shares of common stock on January 15, 2026.

 

As of December 31, 2025 and 2024, the Company had 15,816,576 and 0 shares of common stock to be issued, respectively.