v3.26.1
STOCKHOLDERS’ EQUITY (DEFICIT)
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 12. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Authorized Shares

 

On February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to increase the authorized shares to 260,000,000, consisting of 250,000,000 shares of Common Stock (par value $0.0001) and 10,000,000 shares of Preferred Stock (par value $0.0001).

 

On February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Company’s 2022 Equity Plan. The Approving Stockholders (common stock only) owned 96,778,105 shares, representing 64.62% of the total issued and outstanding voting power of the Company.

 

On March 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000 to 1,000,000,000 shares, to authorize a reverse stock split in a ratio of not less than 1-for-10 and not more than 1-for-50 at any time prior to June 30, 2024, and to approve the Company’s 2023 Stock Incentive Plan. The Approving Stockholders (common stock only) owned 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company. The Board retains authority to abandon either Corporate Action prior to its effective date.

 

On September 4, 2025, the Board and the holders of a majority of the Company’s voting stock approved the following corporate actions by written consent pursuant to Sections 228 and 242 of the Delaware General Corporation Law: (i) an increase in the authorized Common Stock from 500,000,000 to 750,000,000 shares; and (ii) an increase in the authorized Preferred (Series A and Series B) Stock from 10,000,000 to 15,000,000 shares; and (iii) authorization for the Board to implement a reverse stock split of all outstanding Common Stock in a ratio of not less than 1-for-10 and not more than 1-for-100 at any time prior to June 30, 2026, at its discretion. The Approving Stockholders (common stock and Series A Preferred) owned 370,128,105 shares, representing 87.6% of the total issued and outstanding voting power. Each Corporate Action became effective on or about the 20th calendar day after the Information Statement was mailed to stockholders.

 

At December 31, 2025, and 2024, the Company’s authorized capital stock consists of 15,000,000 shares of Preferred Stock (par value $0.0001) and 750,000,000 shares of Common Stock (par value $0.0001).

 

At December 31, 2025, and 2024, the Company had 423,084,729 and 391,084,729 shares of Common Stock issued and outstanding, respectively. Of the 423,084,729 shares outstanding as of December 31, 2025, 371,861,597 shares are restricted, and 50,723,132 shares are unrestricted.

 

At December 31, 2025, and 2024, the Company had 4,500,000 and 4,500,000 shares of Series A Preferred Stock issued and outstanding, respectively.

 

At December 31, 2025, and 2024, the Company had 2,371,844 and 2,361,844 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.

 

 

NOTE 12. STOCKHOLDERS’ DEFICIT (continued)

 

Series A Preferred Stock

 

The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ended December 31, 2024.

 

Name and Address(1)  

Title of

Class (4)

  

Number of Shares

Beneficially Owned

    

Percent of

Class

  
Mitch Eaglstein   Series A Preferred     500,000       11.11 %
Gope S. Kundnani (5)   Series A Preferred     4,000,000       88.89 %
Officers and Directors as a group (2 persons)   Series A Preferred     4,500,000       100.00 %

 

(4) Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. On December 12, 2016, the Board agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R. Hong, respectively, as the founders, in consideration of services rendered to the Company. As of December 31, 2022, the Company had 4,000,000 preferred shares issued and outstanding.

 

(5) In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S. Kundnani, the Director of the Company. As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000, and 1,000,000 shares, respectively.

 

On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $2,500,000. The Company will receive $2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $1.00 per share.

 

On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong.

 

 

NOTE 12. STOCKHOLDERS’ DEFICIT (continued)

 

Series B Preferred Stock

 

The percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year ended December 31, 2025.

 

Name and Address(1) 

Title of

Class (6)

 

Number of Shares

Beneficially Owned

  

Percent of

Class

 
Alchemy Prime Holdings Ltd.  Series B Preferred   1,800,000    75.90%
Gope S. Kundnani  Series B Preferred   191,844    8.09%
Mitchell M. Eaglstein  Series B Preferred   150,000    6.32%
Imran Firoz  Series B Preferred   150,000    6.32%
FRH Group  Series B Preferred   50,000    2.11%
William B. Barnett  Series B Preferred   10,000    0.42%
Susan E. Eaglstein  Series B Preferred   10,000    0.42%
Nicky G. Kundnani  Series B Preferred   10,000    0.42%
Officers and Directors as a group (3 persons)  Series B Preferred   2,291,844    96.63%

 

(6) The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,371,844 Series B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis.

 

On November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $2,538,000, for the purchase of 49.90% of AML and 100% of APL.

 

On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $1.41 per share.

 

On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $1.41 per share.

 

On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share.

 

On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nicky G. Kundnani for services valued at $1.41 per share.

 

 

NOTE 12. STOCKHOLDERS’ DEFICIT (continued)

 

Common Stock

 

The following summarizes significant Common Stock issuances since the Company’s inception through December 31, 2025:

 

On January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as founders, in consideration of services rendered.

 

On December 12, 2016, the Company issued 28,600,000 common shares to the remaining two founding members.

 

On March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $50,000, and 1,500,000 restricted common shares for professional services to three individuals valued at $75,000.

 

On March 17, 2017, the Company issued 1,000,000 shares to Susan Eaglstein for cash of $50,000. On March 21, 2017, the Company issued 400,000 shares to Bret Eaglstein for cash of $20,000. Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director.

 

From July 1, 2017, to October 3, 2017, the Company issued 653,332 units under its Offering Memorandum for cash of $98,000, where each unit consisted of one share of Common Stock and one Class A warrant.

 

On October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $10,500.

 

On January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight consultants valued at $9,000.

 

From January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares for cash of $4,950. On February 26, 2019, the Company filed Post-Effective Amendment No. 1 to its Form S-1, removing from registration all shares that were offered but not sold.

 

On June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc. at $0.25 per share, valued at $686,263, for financial advisory services. On August 25, 2020, the engagement was terminated, and the Broker-Dealer returned the 2,745,053 shares.

 

On October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $30,000.

 

On January 31, 2021, the Company issued 2,300,000 restricted common shares to two consultants for professional services valued at $621,000.

 

On February 22, 2021, the Company eliminated all four FRH Group convertible notes totaling $1,256,908 by issuing 12,569,080 unregistered common shares. FRH assigned the shares to FRH Group Corporation.

 

On May 19, 2021, the Company issued 1,750,000 restricted common shares to a consultant for professional services valued at $350,000.

 

On June 2, 2021, the Company issued 1,750,000 restricted common shares under the Genesis Agreement valued at $437,500. As the Genesis Agreement did not materialize, the consultant returned the shares to the treasury.

 

On June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services valued at $21,000. On July 6, 2021, the Company issued a further 100,000 restricted common shares to a board member for services valued at $22,000.

 

On July 20, 2021, the Company issued 545,852 restricted common shares to a consultant for professional services valued at $98,253.

 

On October 4, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company issued 2,000,000 shares to AD Securities America, LLC for $200,000 and 670,000 registered shares to White Lion as consideration shares valued at $80,400.

 

On October 5, 2021, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $164,250.

 

In November 2021, the Company issued 750,000 registered shares to White Lion for cash of $62,375.

 

On December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00% controlling interest in AD Advisory Service Pty Ltd.

 

In December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services and software development valued at $169,500.

 

On January 4, 2022, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $93,750. From January 4 to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for cash of $114,185.

 

On January 27, 2022, the Company issued 2,214,286 common shares valued at $71,521 upon execution of the AJB Capital promissory note, together with 1,000,000 three-year cash warrants priced at $0.30 as the incentive fee.

 

On July 31, 2022, the Company issued 250,000 restricted common shares to a consultant for professional services valued at $9,475.

 

On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000, and 5,000,000 restricted common shares to Gope S. Kundnani for services valued at $60,000.

 

  

NOTE 12. STOCKHOLDERS’ DEFICIT (continued)

 

On December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $166,000. On December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $76,000.

 

On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the AJB Note, valued at $60,525, and 115,000,000 restricted common shares for cash valued at $550,000.

 

On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.

 

On November 30, 2023, the Company issued 50,000,000 restricted common shares to Kundnani for cash valued at $5,500,000.

 

On December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB Capital in exchange for the redemption of warrants, valued at $90,000.

 

On May 9, 2024, the Company issued 2,000,000 shares for cash of $20,000.

 

On January 1, 2025, the Company issued 32,000,000 restricted common shares to employees of its subsidiaries for services rendered, valued at $35,200. The shares were issued to Robert W. Winters (30,000,000 shares), Shimon Kogan (1,000,000 shares), and Patrick G. Cann (1,000,000 shares).

 

Additional Paid-In Capital — AIL Common Control Acquisition

 

In connection with the acquisition of Alchemy International Ltd. on October 29, 2025, the Company recorded an increase to Additional Paid-In Capital of $9,969,735, representing the excess of AIL’s net book value at acquisition over the $2,000,000 cash consideration paid, net of non-controlling interest recognized. This amount represents a capital contribution from the controlling shareholder, Gope S. Kundnani, and is accounted for under ASC 805-50. See Note 2 — Significant Acquisitions and Note 7 — Related Party Transactions for further details.

 

Subscription Receivable

 

At December 31, 2025, and 2024, the Company has a subscription receivable of $8,000,000, recorded as a contra-equity item within stockholders’ equity, representing shares issued for which the consideration has not yet been received.