CAPITAL STOCK TRANSACTION |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CAPITAL STOCK TRANSACTION | NOTE 12 – CAPITAL STOCK TRANSACTIONS
On January 9, 2023, our board of directors and majority shareholders approved a reverse stock split. Effective upon the filing of our Certificate of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada, the shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time of January 9, 2023, will be automatically reclassified as and combined into shares of Common Stock such that each (40) shares of Old Common Stock shall be reclassified as and combined into one (1) share of New Common Stock. All per share references to common stock have been retroactively represented throughout the financials.
On September 26, 2025, the Company filed a Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of State of the State of Nevada effecting a 1-for-15 reverse stock split of the Company’s issued and outstanding common stock, with a corresponding reduction in authorized common stock from shares to shares. The Reverse Stock Split became effective in the market at the opening of trading on the Nasdaq Capital Market on October 6, 2025. The par value per share of $ was not affected, and the number of authorized shares of preferred stock was not affected. All share and per-share information presented in this Note relating to periods on or after January 6, 2023 has been retroactively adjusted to reflect the Reverse Stock Split.
Common Stock Transactions
As of December 31, 2025, the Company has issued shares for the conversion of Series E Preferred shares, with a total value of $858,177 year-to-date.
On May 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the aggregate shares of Company common stock, at a price of $ per share, for aggregate gross proceeds of $4,400,000.
During 2025, the Company issued shares of common stock to Mast Hill in connection with the conversion of an aggregate of $5,969 of principal, accrued interest and fees under convertible promissory notes, and pursuant to warrant exercises and conversions.
During 2025, the Company issued shares of common stock to Pacific Pier in connection with the conversion of an aggregate of $293,112 of principal, accrued interest and fees under convertible promissory notes conversions.
On or about December 19, 2025, the Company issued True-up shares of common stock to Lucas Venturew, LLC pursuant to a security purchase agreement dated May 19, 2025,
On or about December 24, 2025, the Company issued shares of Company common stock with an investor pursuant to a subscription agreement for $395,328.
On or about December 24, 2025, the Company issued shares of Company common stock with an investor pursuant to a subscription agreement for $199,702.
On or about December 29, 2025, the Company issued shares of Company common stock with an investor pursuant to a subscription agreement for $84,152.
On or about January 6, 2026, the Company issued shares of common stock to Pacific Pier Capital II LP pursuant to its notice of conversion of $104,750 in principal, interest and fees owed under the convertible promissory note issued to April 04, 2025.
On or about January 16, 2026, the Company issued shares of common stock to Pacific Pier pursuant to its notice of conversion of $84,747 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 22, 2025.
On January 12, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge Limited and Li Xiaoguang for a purchase price consisting of US$700,000 (the “Cash Purchase Price”) and shares of Company common stock.
On or about January 20, 2026, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company issued shares of Company common stock to First Fire pursuant to its notice of conversion of $132,824 in principal and interest.
On or about January 29, 2026, the Company issued shares of common stock to Pacific Pier Capital II LP pursuant to its notice of conversion of $86,750 in principal, interest and fees owed under the convertible promissory note issued to April 22, 2025.
Warrants
A summary of warrant activity for the periods is as follows:
On August 5, 2022, we issued 2,894 warrant shares in connection with the issuance of the promissory note in the principal amount of $138,889 to Jefferson Street at the exercise price per share of 24.00.
On February 13, 2023 we issued 1,780 warrant shares to J.H. Darbie & Co., Inc. according to finder agreement we entered into date April 2022 at the exercise price of $75.00.
On March 2023, the company issued Craft Capital Management, L.L.C. and R.F. Lafferty & Co. Inc. a 5-year warrant (the “Underwriter Warrants”) to purchase 1,950 shares of common stock in conjunction with a public offering (the “Underwriting Offering”) pursuant to a registration statement on Form S-1.
On December 5, 2024, we issued 33,333 warrant shares to Mast Hill Fund in connection with the issuance of equity line of credit agreement at the warrant exercise price of per share of $30.00. The warrants were subsequently assigned to our CEO as of November 28, 2025.
On February 28, 2025, we issued 20,667 warrant shares in connection with the issuance of the promissory note in the principal amount of $620,000 to Mast Hill Fund at the exercise price per share of $37.50. The remaining balance is 15,394 warrant shares. The warrants were subsequently assigned to our CEO as of December 11, 2025.
Stock Options
We currently have outstanding stock options.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||