Stockholder's Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Stockholder’s Equity [Abstract] | |
| Stockholder’s equity | NOTE 11 — Stockholder’s equity
On May 31, 2019, the Company amended its Articles of Incorporation (the “Amendment”), to increase our authorized shares from 137,000,000 shares to 610,000,000 shares, of which 600,000,000 are common stock and 10,000,000 are preferred stock.
Preferred stock
The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share (the “Preferred Stock”). The board of directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Series A Preferred Stock
The Company designated 2,083,333 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A”), which votes 1:1 to common stock on an as converted basis, enjoys senior liquidation preferences to the common stock, and is convertible to common stock on a broad-based weighted average basis at a $2.40 original issue price. Section 5 of the Certificate of Designation gives the Series A the right to veto any amendment to the Certificate of Designation or the issuance of any class of preferred stock which has rights senior to or have priority over the Series A.
During the period ended March 31, 2026 and 2025, the Company did not issue any Series A.
As of March 31, 2026, and December 31, 2025, the Company had 2,083,333 shares of Series A issued and outstanding, respectively.
Series L Preferred Stock
On May 24, 2019, the Company filed a Certificate of Designation of Series L Preferred Stock, par value $0.001 per share (“Series L”) with the Secretary of State of Nevada. The number of shares of Series L Stock designated is 1,000 shares. The Series L are entitled to vote with the common stock at a ratio of 1,000,000 votes per share of Series L. The Series L do not have rights to dividends, have a liquidation preference junior to the Series A but senior to the common stock, have no redemption rights and are not convertible into common stock.
During the period ended of March 31, 2026 and 2025, the Company did not issue any Series L.
As of March 31, 2026, and December 31, 2025, the Company had 1,000 shares of Series L issued and outstanding, respectively.
Common Stock
The Company has authorized 600,000,000 common shares with a par value of $0.001 per share.
On April 21, 2020, the Company issued 20,000,000 shares of common stock (the “2020 Issuance Shares”) to its CEO, Liu Zhongkuo at a purchase price of $0.001 per 2020 Issuance Share. Mr. Liu paid for the 2020 Issuance Shares by forgiving $20,000 of debt owed to him by the Company.
On July 12, 2022, the Company entered into a Share Exchange Agreement with Wombat, pursuant to which the Company issued the Acquisition Shares for the Acquisition. Following the Acquisition, the Company became the 100% equity holder in Wombat.
On June 05, 2024, the Company issued 35,000,000 shares of common stock (the “2024 Issuance Shares”) to its director, Huang Huei-Ching at a purchase price of $0.001 per 2024 Issuance Share. Ms. Huang paid for the 2024 Issuance Shares by forgiving $35,000 of debt owed to her by the Company.
On September 12, 2025, the Company issued 3,300,000 shares of common stock (the “2025 Issuance Shares”) to three new shareholders at a purchase price of $0.001 per 2025 Issuance Share. All new investors paid for the shares in cash.
As of March 31, 2026, and December 31, 2025, the Company had 74,228,185 shares of common stock issued and outstanding, respectively. |