NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT)

Authorized Shares

On February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares. As amended at that time, the Company had the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of $0.0001 per share and 10,000,000 shares of Preferred Stock having a par value of $0.0001 per share.

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.

Recent Corporate Actions – September 2025

On September 4, 2025, the Board of Directors unanimously approved, and the Company obtained the written consent of holders of a majority of the Company’s voting power for, corporate actions to (i) amend the Certificate of Incorporation to increase the authorized shares of common stock from 500,000,000 to 750,000,000 and the authorized shares of preferred stock from 10,000,000 to 15,000,000 and (ii) authorize the Board of Directors, in its discretion, to amend the Certificate of Incorporation not later than June 30, 2026, to effect a reverse stock split of all outstanding shares of common stock in a ratio of not less than 1-for-10 and not more than 1-for-100, to be determined by the Board. On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, increasing the authorized shares of common stock from 500,000,000 to 750,000,000 and effecting the 1-for-100 reverse stock split described in Note 1, which became effective on July 10, 2026. On August 17, 2026, the Company filed a further Certificate of Amendment increasing the authorized shares of preferred stock from 10,000,000 to 15,000,000. Following these amendments, the Company is authorized to issue 765,000,000 shares of capital stock, consisting of 750,000,000 shares of common stock and 15,000,000 shares of preferred stock, each with a par value of $0.0001 per share.

Certificate of Designation of Series B Convertible Preferred Stock

On December 4, 2023, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates 3,000,000 shares of the Company’s authorized preferred stock (par value $0.0001 per share) as “Series B Convertible Preferred Stock” and establishes the rights, preferences, privileges, and restrictions of such shares.

Holders of Series B Convertible Preferred Stock have no dividend rights except as may be declared by the Board of Directors in its sole and absolute discretion, out of funds legally available for that purpose. Each share is entitled to one (1) vote per share on all matters presented to stockholders, and holders generally vote together with holders of Common Stock as a single class. The vote or consent of holders of a majority of the outstanding Series B Convertible Preferred Stock is required for: (i) matters that by law require the approval of the outstanding shares of the Series B Convertible Preferred Stock as a separate class; (ii) any amendment to the rights, preferences, privileges, or powers of the Series B Convertible Preferred Stock that would have a material adverse effect on the Series B Convertible Preferred Stock; (iii) any increase in the aggregate authorized number of shares of Series B Convertible Preferred Stock; (iv) any action that reclassifies any outstanding shares into shares having priority as to dividends or assets senior to the Series B Convertible Preferred Stock; or (v) any amendment to the Company’s Certificate of Incorporation that materially and adversely affects the rights of the Series B Convertible Preferred Stock.

Prior to its amendment, the Series B Certificate of Designation provided that each share of Series B Convertible Preferred Stock was convertible at the option of the holder, without payment of additional consideration, into one hundred (100) shares of Common Stock, and that the conversion rate was not subject to adjustment for stock splits or other changes to the Common Stock. In January 2026, and as further amended on August 17, 2026, the Series B Certificate of Designation was amended to provide that, upon a Rate Determination Event — consisting of either (i) the completion of a public offering of Common Stock resulting in gross proceeds of $10,000,000 or more that includes the listing of the Common Stock on The Nasdaq Stock Market or the New York Stock Exchange or (ii) any reverse stock split, combination, or similar reclassification of the outstanding Common Stock — the Board of Directors is authorized to determine and fix the conversion rate within a range of not more than one hundred (100) and not less than ten (10) shares of Common Stock for each share of Series B Convertible Preferred Stock. The reverse stock split effected on July 10, 2026, constituted a Rate Determination Event, and the Board of Directors determined and fixed the conversion rate at fifty (50) shares of Common Stock for each one share of Series B Convertible Preferred Stock, effective July 13, 2026. On July 13, 2026, all 2,371,844 outstanding shares of Series B Convertible Preferred Stock were converted into 118,592,200 shares of Common Stock at that rate. The conversion was recorded as a reclassification of $237 of Series B Preferred stock par value and $3,344,063 of related additional paid-in capital to common stock ($11,859) and additional paid-in capital, with no gain or loss and no effect on total stockholders’ equity. The Series B Certificate of Designation provides that no fractional shares of Common Stock will be issued upon conversion (any fractional share entitlement will be rounded up to the nearest whole share).

Shares of Series B Convertible Preferred Stock that are converted into Common Stock or are otherwise acquired by the Company are restored to the status of authorized but unissued shares of preferred stock, without designation as to class, and may thereafter be issued, but not as shares of Series B Convertible Preferred Stock. As of September 30, 2026, no shares of Series B Convertible Preferred Stock were issued and outstanding, compared to 2,371,844 shares as of December 31, 2025.

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

Outstanding Capital Stock

As of September 30, 2026, and December 31, 2025, the Company had 125,323,068 and 4,230,868 common shares issued and outstanding, respectively. The increase of 121,092,200 shares during the three months ended September 30, 2026, consists of 118,592,200 shares issued upon the conversion of the Series B Convertible Preferred Stock on July 13, 2026, and 2,500,000 shares issued for consulting services in August 2026, each as described below. Subsequent to September 30, 2026, on November 3, 2026, the Company issued an additional 25,000 restricted shares of Common Stock, valued at $103,750, to a director of its subsidiary Alchemy International Ltd. as compensation for services, as described in Note 16, increasing the number of shares issued and outstanding to 125,348,068.

As of September 30, 2026, and December 31, 2025, the Company had 4,500,000 and 4,500,000 Series A Preferred Stock issued and outstanding, respectively.

As of September 30, 2026, and December 31, 2025, the Company had 0 and 2,371,844 Series B Preferred Stock issued and outstanding, respectively. Other than the conversion of the Series B Convertible Preferred Stock and the issuance of 2,500,000 shares of Common Stock for consulting services, there were no issuances or repurchases of common or preferred stock during the three and nine months ended September 30, 2026.

Series A Preferred Stock – Beneficial Ownership

The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding as of September 30, 2026, and as of the date of this Report. Series A Preferred Stock was not affected by the 1-for-100 reverse stock split effective July 10, 2026.

 SCHEDULE OF SERIES A PREFERRED STOCK

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 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

Common Stock – Beneficial Ownership

The percentages below are calculated based on 125,323,068 shares of our Common Stock issued and outstanding as of September 30, 2026 (125,348,068 shares as of the date of this Report, after giving effect to the issuance of 25,000 shares on November 3, 2026, described in Note 16), being the number of shares outstanding following the 1-for-100 reverse stock split effective July 10, 2026, the conversion of all outstanding shares of Series B Convertible Preferred Stock into Common Stock on July 13, 2026, and the issuance of 2,500,000 shares of Common Stock for consulting services in August 2026. Following the conversion, no shares of Series B Convertible Preferred Stock remain issued or outstanding.

 SCHEDULE OF COMMON STOCK

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

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.

Common Stock Issued for Consulting Services

On August 27, 2026, the Company issued 1,500,000 restricted shares of Common Stock to Lux Limited, and on August 28, 2026, the Company issued 1,000,000 restricted shares of Common Stock to Global Alliance Consulting Group, in each case in consideration of consulting services rendered to the Company. The 2,500,000 shares were valued at an aggregate of $915,000, or approximately $0.366 per share, based on the closing price of the Common Stock on the respective dates of issuance, of which $250 was recorded as common stock at par value and $914,750 as additional paid-in capital. The fair value of the shares was recognized as stock-based consulting expense within general and administrative expenses during the three months ended September 30, 2026, and is presented as a non-cash adjustment to reconcile net income to net cash used in operating activities in the consolidated statements of cash flows. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Stock Subscription Receivable

As of December 31, 2025, the Company carried a stock subscription receivable of $8,000,000 due from Mr. Gope S. Kundnani, a Director and majority shareholder of the Company, which was presented as a reduction of stockholders’ equity in accordance with ASC 505-10-45-2. In August 2026, the Company and Mr. Kundnani agreed that amounts paid by Mr. Kundnani and members of his family on the Company’s behalf, together with the release of certain related-party obligations of the Company, would be applied in payment of the subscription receivable, with any balance to be paid in cash. That agreement was documented in a Payment Direction and Subscription Settlement Agreement effective September 30, 2026, among the Company, Mr. Kundnani, Nicky G. Kundnani, Sync Capital Limited, Alchemy Prime Limited, and The Millionaires’ Club Ltd (the “Settlement Agreement”), which was approved by the disinterested members of the Board of Directors. During the nine months ended September 30, 2026, the gross subscription receivable of $8,000,000 was reduced to nil as follows: (i) $2,339,524 was collected in cash and is presented within financing activities in the consolidated statements of cash flows; (ii) $5,660,476 was settled on a non-cash basis through the application of payments made by related parties on the Company’s behalf, principally capital contributed to the Company’s subsidiaries, and the release of related-party obligations of the Company, including the $2,000,000 seller financing obligation owed to Sync Capital Limited in connection with the acquisition of AIL (see Note 7). Of that $5,660,476, the sum of $603,718 was reclassified to a receivable from Mr. Kundnani, which is included in related party receivables on the consolidated balance sheet (see Note 5) and is payable in cash on or before December 31, 2026. The non-cash components of the settlement are presented as supplemental non-cash financing activities in the consolidated statements of cash flows. No shares were issued under the Settlement Agreement, and the number of shares held by Mr. Kundnani and his affiliates was unchanged. As of September 30, 2026, no stock subscription receivable remained outstanding.

Series B Convertible Preferred Stock – Holdings Before and After Conversion

The following table sets forth the shares of Series B Convertible Preferred Stock held by each holder immediately prior to conversion, and the shares of Common Stock issued to each holder upon the conversion of those shares on July 13, 2026, at a conversion rate of fifty (50) shares of Common Stock for each share of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock was not subject to adjustment for the 1-for-100 reverse stock split effective July 10, 2026, and the shares of Common Stock issued on conversion are stated on a post-reverse-stock-split basis. Following the conversion, no shares of Series B Convertible Preferred Stock remain issued or outstanding.

 SCHEDULE OF CONVERTIBLE PREFERRED STOCK

Cross-Reference to Form 10-K/A

For a complete history of the Company’s authorized share capital, common stock issuances, and preferred stock issuances, refer to Note 9 (Stockholders’ Equity (Deficit)) in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as most recently amended by Amendment No. 4 on Form 10-K/A filed with the SEC on July 1, 2026.