EQUITY

3 Months Ended

Mar. 31, 2026

EQUITY

EQUITY

NOTE 7 - EQUITY

Preferred Shares

On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation establishing 100,000,000 shares of preferred stock, par value $0.001 per share in one or more series.

Common Shares

Three Months Ended March 31, 2026

On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation increasing the number of authorized common shares from 75,000,000, to 1,000,000,000 $0.001 par value shares of common stock.

On January 2, 2026, the Company issued 2,140,016 common shares for the settlement of loan payable of $128,401 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

On January 16, 2026, the Company issued 666,666 common shares for the settlement of a trade payable of $40,000 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

On March 31 2026, the Company issued 342,216 common shares for the settlement of loan payable of $20,533 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

From January to February 2026, 3,500,000 common shares were issued as partial consideration for the acquisition of 51% equity interest in Goldfinch Group Co. Ltd. (Hong Kong) in pursuant to share exchange agreement entered on December 31, 2025. The remaining consideration of 1,500,000 common shares will be issued within year 2026.

Pursuant to a cooperation agreement entered with Honwo Technology Holding Limited (“Honwo”) to establish a strategic collaboration framework in Web3 technology and related business development on February 21, 2026, the Company issued 1,000,000 restricted common shares to Honwo as incentive shares valued at $190,000 on February 24, 2026.

On February 23, 2026, pursuant to the agreement signed on February 21, 2026, the Company issued 3,000,000 common shares to Solan AI Global Ltd for strategic support shares valued at $600,000. The shares were recorded as treasury stock in the Balance Sheet.

From January to February 2026, the Company issued an aggregate of 1,550,000 common shares valued at $155,000 to consultants for service rendered.

Pursuant to termination agreements, from January to March 2026, the Company cancelled an aggregate of 1,670,000 common shares previously issued to consultants for service valued at $522,324.

Three Months Ended March 31, 2025

On February 25, 2025, the Company issued an aggregate of 221,000 shares of common stock to four consultants for service rendered valued at $408,850.

During the three months ended March 31, 2025, upon the execution of the Equity Purchase Agreement with Williamburg Venture Holding, LLC, the Company issued an aggregate of 135,000 shares of common stock valued at $249,750 as commitment shares.

On March 06, 2025, a convertible note of $153,250 was fully converted to 5,117,333 shares of common stock.

As of March 31, 2026 and December 31, 2025, the issued and outstanding common stock was 71,783,325 and 61,254,427 shares, respectively.

Incentive Stock Option Plan

On October 14, 2025, the Company obtained written consent by the holders of the majority of the voting power of the Company's capital stock approving the adoption of the Company’s 2025 Stock Incentive Plan (the “Plan”).  The Plan allows the Board of Directors of the Company to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants of the Company.  At the time of consent, there were 7,000,000 shares of common stock of the Company reserved for issuance under the Plan. As of March 31, 2026, 5,000,000 shares had been granted under the Plan, and 2,000,000 shares remained available for future grants. 

Stock Payable

On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of 51% of Goldfinch Group Co. Ltd. (Hong Kong), which holds 100% of Goldfinch-Chong (Fuzhou) Technology Co., Ltd., through the issuance of 5,000,000 restricted common shares.  During the three months ended March 31, 2026, 3,500,000 shares were issued. As of March 31, 2026, 1,500,000 shares remained outstanding and were recorded as stock payable.

Pursuant to a cooperation agreement signed with Honwo Technology Holding Ltd, the Company issued 1,000,000 shares of restricted common stock to Honwo as incentive shares upon the execution date of the agreement valued at $190,000, with another 500,000 shares and 500,000 shares to be issued 6 months and 12 months from the execution date of the agreement, respectively. The Company has accrued stock-based compensation for February 21 to March 31, 2026 outstanding portion of incentive shares at $19,996 recorded under stock payable.

As of March 31, 2026 and December 31, 2025, the stock payable was $169,997 and $688,934 for outstanding 1,605,251 and 8,148,898 common shares, respectively.