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SHAREHOLDERS’ DEFICIT
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
SHAREHOLDERS’ DEFICIT

12.        SHAREHOLDERS’ DEFICIT

 

Preferred stock

 

As of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, the Company had 10,000,000 and 10,000,000 shares of Series A Preferred Stock issued and outstanding, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had 366,346 and 366,346 shares of Series B Preferred Stock issued and outstanding, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had 1 and 1 share of Series C Preferred Stock issued and outstanding, respectively.

 

Common stock

 

As of June 30, 2026 and December 31, 2025, the Company’s authorized shares were 270,000,000,000 shares of common stock, with a par value of $0.0001.

 

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. On January 15, 2026, the Company issued 15,816,576 shares of common stock to settle construction payable in full.

 

On January 2, 2026, the Company entered into Stock Purchase Agreements with each of Kwok Ho Luen (“Kwok”) and Chan So Yin (“Chan”) pursuant to which each of Kwok and Chan agreed to purchase $150,000 and $200,000 worth of the Company’s Common Stock, respectively, at a per share price of $0.0308, which is the five-day average closing price on and before December 30, 2025. As a result, the Company issued 4,870,130 and 6,493,506 shares of common stock to Kwok and Chan on February 9, 2026, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had 390,024,555 and 362,844,342 shares of common stock issued and outstanding, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had 0 and 15,816,576 shares of common stock to be issued, respectively.