Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2025

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of previously issued financial statements

Note 3 — Restatement of previously issued financial statements

On September 18, 2025, the Company entered into a Membership Interest Purchase Agreement with Big Lake, pursuant to which, the Company agreed to purchase from Big Lake all of the membership interests of Zak Properties, which in turn owns certain real property located in the State of Ohio, commonly known as 401-405 Madison Ave.

The Company’s Chief Executive Officer and Chairman, Tie (James) Li, is the sole member of Zak Properties prior to the sale. The purchase price for Zak Properties is $17,500,000, and will be paid by the Company as follows: (i) the Company shall issue 5,000 shares of Series B Preferred Stock (valued at $5,000,000) of the Company which (a) can be converted into Common Stock, par value $0.0001 per share, of the Company at $0.1180 per share and (b) have certain voting rights equal to twenty (20) votes per one (1) share of Series B Preferred Stock; (ii) the Company shall issue 9,500 shares of Series C Preferred Stock (valued at $9,500,000) of the Company which are convertible into shares of Common Stock at $0.1180 per share; and (iii) the Company shall issue a convertible promissory note (the “Note”) in the principal amount of $3,000,000 in favor of Big Lake with a term of two years from the date of issuance and interest in the amount of 10% per annum. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The acquisition closed on September 18, 2025.

Since Big Lake, Zak Properties and the Company are under common control of Mr. Li and the asset acquired is concentrated in a single identifiable asset which is a building, the acquisition is accounted for as asset acquisition under common control where the assets are transferred at the cost basis on September 18, 2025. The excess of consideration paid over the carrying value was recorded as a reduction in the Company’s additional paid in capital.(See Note 7 for details)

During the preparation of the Company’s annual report, the Company noted a misstatement in Zak’s properties’ beginning balance where a short term loan with face value of $1.65 million was not recorded. The misstatement was deemed material and the Company decided to restate the quarterly report ended September 30, 2025.

Impact of the misstatement:

Unaudited condensed consolidated balance sheets as of September 30, 2025

	As Previously
	Reported			Adjustments			As Restated
Loan receivable - related party	$	-		$	605,000		$	605,000
Total other current assets		2,611,266		$	-		$	2,611,266
Total current assets	$	2,611,266		$	605,000		$	3,216,266

Property and equipment, net	$	17,131,049		$	349,648		$	17,480,697
Other non current assets		2,312,395			-			2,312,395
Total assets	$	22,054,710		$	954,648		$	23,009,358

Other payable and accrued liabilities	$	5,463,016		$	7,552		$	5,470,568
Short-term loans	$	2,530,412		$	1,362,987		$	3,893,399
Total current liabilities	$	21,594,312		$	1,370,539		$	22,964,851
Total Liabilities	$	30,186,035		$	1,370,539		$	31,556,574
Net assets	$	(8,131,325	)		(415,891	)	$	(8,547,216	)

Unaudited condensed consolidated statement of change in stockholders’ deficit for the nine months ended September 30, 2025

	As
	Previously
	Reported			Adjustments			As Restated
Accumulated deficit	$	(30,711,831	)	$	(36,041	)	$	(30,747,872	)
Additional paid in capital		21,766,220			(379,850	)		21,386,370
Total Stockholders’ Deficit	$	(8,944,930	)	$	(415,891	)	$	(9,360,821	)

Unaudited condensed consolidated statement of operations and comprehensive loss for the three months ended September 30, 2025

	As
	Previously
	Reported			Adjustments			As Restated

Total operating expenses	$	(1,331,949	)	$	(25	)	$	(1,331,974	)
Total other expenses, net	$	(839,266	)	$	(36,016	)	$	(875,282	)
Net loss	$	(2,170,789	)	$	(36,041	)	$	(2,206,830	)
Other comprehensive loss - foreign currency		(135	)		-		$	(135	)
Comprehensive loss	$	(2,170,924	)	$	(36,041	)	$	(2,206,965	)

Unaudited condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2025

	As
	Previously
	Reported			Adjustments			As Restated

Total operating expenses	$	(3,849,952	)	$	(25	)	$	(3,849,977	)
Total other expenses, net	$	(2,314,569	)	$	(36,016	)	$	(2,350,585	)
Net loss	$	(5,961,537	)	$	(36,041	)	$	(5,997,578	)
Other comprehensive loss - foreign currency		259			-		$	259
Comprehensive loss	$	(5,961,278	)	$	(36,041	)	$	(5,997,319	)

Unaudited condensed consolidated statement of cash flow for nine months ended September 30, 2025

	As
	Previously
	Reported			Adjustments			As Restated

Net loss	$	(5,961,537	)	$	(36,041	)	$	(5,997,578	)
Amortization of debt issuance cost	$	331,968		$	28,464		$	360,432
Depreciation expense	$	97,368		$	25		$	97,393
Other payable and accrued liabilities	$	1,879,962		$	7,552		$	1,887,514
Cash flows from operating activities:	$	(1,805,482	)	$	-		$	(1,805,482	)
Supplemental disclosure of non cash transactions :
Asset acquisition via preferred stock issuance	$	9,795,484		$	(379,850	)	$	9,415,634