Asset Acquisition Under Common Control

9 Months Ended

Sep. 30, 2025

Asset Acquisition Under Common Control [Abstract]

Note 7 — Asset acquisition under common control (restated)

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.

Fair value of consideration transferred:

Series B and C preferred stock	$	14,440,000
Issuance cost of preferred stock		60,000
Convertible promissory note		3,000,000
Total	$	17,500,000

Carrying value of assets and liabilities transferred as of September 18, 2025:

	As
	Previously
	Reported			Adjustments			As Restated
Current assets	$	66,682		$	605,000		$	671,682
Property and equipment, net		12,985,266			349,672			13,334,938
Total assets		13,051,948			954,672			14,006,620
Total liabilities		(196,464	)		(1,334,522	)		(1,530,986	)
Net assets	$	12,855,484		$	(379,850	)	$	12,475,634

Equity in the Company as a result of the asset acquisition increased as follows as of September 18, 2025:

	As
	Previously
	Reported			Adjustments			As Restated
Net assets acquired	$	12,855,484		$	(379,850	)	$	12,475,634
Less: debt incurred		(3,000,000	)		-			(3,000,000	)
Less: cost associated with issuance of Series B and C preferred stock		(60,000	)		-			(60,000	)
Increase in equity	$	9,795,484		$	(379,850	)	$	9,415,634