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

NOTE 4 – STOCKHOLDERS’ DEFICIT

 

Common Stock

 

The Company is authorized to issue 1,500,000,000 of common shares with $0.0001 par value.

 

As of December 31, 2025 and 2024, the Company has 40,004,385 and 4,385 shares of common stock issued and outstanding, respectively.

 

On June 13, 2025, the Company settled an outstanding payable of $80,000 due to Mr. Yan Ping Sheng (the “Related Party”) through the issuance of 40,000,000 shares of its common stock, par value $0.0001 per share, at a conversion price of $0.002 per share. The shares were issued in the name of World Capital Holding, Ltd., an entity affiliated with the Related Party. The conversion satisfied the amount payable to Mr. Sheng.

 

On July 23, 2025, (the “Change of Control Date”), a change in control of the Company occurred through the transfer of voting securities by World Capital Holding, Ltd. The following shares were transferred to unrelated third parties:

 

  · 1,500,000 shares of Series A Preferred Stock to Hongmao IoT Co., Ltd.
  · 31,601,580 shares of common stock to Cluster Zhimingde Holdings Co., Ltd.
  · 4,400,220 shares of common stock to Hongmao IoT Co., Ltd.

 

The shares transferred represented a controlling interest in the Company based on the total number of voting shares outstanding. As a result of these transfers, voting control of the Company has changed. Following the change in control, Mr. Yan Ping Sheng continues to serve as an officer and director of the Company, and Mr. ZhiHong Wang has been appointed as a director and Chairman of the Board.

 

The share transfers were conducted as private transactions between shareholders and did not involve the issuance of any new shares by the Company.

 

On January 28, 2025, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 100,000 (the “Reverse Stock Split”). As a result, the number of issued and outstanding shares was proportionally reduced, while the authorized shares or the par value per share remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split.

 

For all periods presented in these financial statements and accompanying footnotes, share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. The Reverse Stock Split did not impact the Company’s total stockholders’ equity.

 

For the year ended December 31, 2020, the Company issued 2,000 shares at $10 per share for proceeds of $20,000.

 

Preferred Stock

 

The Company is authorized to issue 5,000,000 of convertible preferred stock Series A with par value of $0.001. Each share of convertible preferred stock Series A is convertible into 1,000 shares of common stock and entitled to 1,000 votes on any and all matters considered and voted upon by the Company’s Common Stock.

 

For the year ended December 31, 2020, the Company issued 1,500,000 shares at $0.001 per share for proceeds for $1,500. The shares were issued in accordance to the custodian agreement.

 

As of December 31, 2025 and 2024, the Company has 1,500,000 shares of convertible preferred stock Series A issued and outstanding.