RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2026

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Note 3 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026, management completed its accounting analysis relating to the recently completed acquisitions of RI Property Holdings, Inc., including Memorial Real Estate Group LLC, and Sustainable Properties, LLC and its applicable subsidiaries and acquired entities.

At the time of the Original Form 10-Q, management had not completed the accounting analysis necessary to include the full financial information of these entities in the Company’s consolidated financial statements. Following completion of that analysis, management determined that the applicable entities should have been consolidated as of their respective acquisition or control dates.

The Company has therefore restated its previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 to include the applicable assets, liabilities, revenues, expenses, and cash flows of these entities. The restatement also includes conforming adjustments to acquisition-related balances, intercompany accounts and transactions, noncash acquisition activity, related-party balances, debt obligations, and other affected financial-statement captions.

Table 1

Consolidated Balance Sheet Restatement Reconciliation

June 30, 2026

		As Previously Reported				Restatement Adjustments				As Restated
ASSETS
Cash		$	64,180			$	123,753			$	187,933
Accounts receivable			-				210,190				210,190
Due from related parties			-				844,606				844,606
Notes receivable from officer, including accrued interest			72,750				178,405				251,155
Prepaid insurance			45,658				3,576				49,234
Total current assets			182,588				1,360,530				1,543,118
Escrow holdback			1,176,776				666,163				1,842,939
Property and equipment, net			7,612,869				13,224,421				20,837,290
Construction in progress			784,245				475,932				1,260,177
Deferred financing costs			151,939				322,456				474,395
Total assets		$	9,908,417			$	16,049,502			$	25,957,919
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses		$	4,000			$	1,187,949			$	1,191,949
Due to related parties			28,925				52,236				81,161
Loans payable to officers			98,302				-				98,302
Note payable, Daniel W. Snyder			21,830				-				21,830
Accrued interest payable			34,953				205,036				239,989
Security deposits held			8,022				-				8,022
Notes payable			-				12,355,184				12,355,184
Total current liabilities			196,032				13,800,405				13,996,437
Mortgage debt			9,989,625				1,457,879				11,447,504
Other long-term liabilities			-				2,069,387				2,069,387
Total other liabilities			9,989,625				3,527,266				13,516,891
Total liabilities			10,185,657				17,327,671				27,513,328
Common stock			4,401,529				-				4,401,529
Additional paid-in capital			35,723,833				(171,480	)			35,552,353
Accumulated deficit			(40,402,601	)			(1,106,690	)			(41,509,291	)
Total stockholders’ equity (deficit)		$	(277,239	)		$	(1,278,170	)		$	(1,555,409	)
Total liabilities and stockholders’ equity (deficit)		$	9,908,417			$	16,049,502			$	25,957,919

Table 2

Three-Month Statement of Operations Restatement Reconciliation

Three Months Ended June 30, 2026

		As Previously Reported				Restatement Adjustments				As Restated
Revenue		$	3,274			$	232,987			$	236,261
Cost of sales			-				-				-
Gross profit			3,274				232,987				236,261
Bank charges and fees			96				2,435				2,531
Legal and professional services			12,250				54,429				66,679
General and administrative expenses			165,872				189,075				354,947
Amortization and other expenses			76,598				65,108				141,706
Property management expense			77,309				(13,953	)			63,356
Insurance expense			15,378				25,128				40,506
Transfer agent			-				16,761				16,761
Interest expense			52,320				233,453				285,773
Total operating expenses			399,824				572,435				972,259
Loss from operations		$	(396,550	)		$	(339,448	)		$	(735,998	)
Total other income (expense)			-				-				-
Net loss		$	(396,550	)		$	(339,448	)		$	(735,998	)

Table 3

Six-Month Statement of Operations Restatement Reconciliation

Six Months Ended June 30, 2026

		As Previously Reported				Restatement Adjustments				As Restated
Revenue		$	96,474			$	263,040			$	359,514
Cost of sales			-				-				-
Gross profit			96,474				263,040				359,514
Bank charges and fees			965				2,439				3,404
Legal and professional services			12,250				115,908				128,158
General and administrative expenses			165,872				647,096				812,968
Amortization and other expenses			153,196				68,791				221,987
Property management expense			94,609				(12,401	)			82,208
Insurance expense			30,757				10,640				41,397
Transfer agent			-				16,761				16,761
Interest expense			104,662				240,809				345,471
Total operating expenses			562,311				1,090,043				1,652,354
Loss from operations		$	(465,837	)		$	(827,003	)		$	(1,292,840	)
Total other income (expense)			-				-				-
Net loss		$	(465,837	)		$	(827,003	)		$	(1,292,840	)

The six-month restatement adjustments primarily reflect the inclusion of the applicable revenues and expenses of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities from the respective dates on which the Company obtained control. The adjustments increased revenue by $263,040, increased operating expenses by $1,090,043, and increased the net loss by $827,003 for the six months ended June 30, 2026.

Table 4

Six-Month Statement of Cash Flows Restatement Reconciliation

Six Months Ended June 30, 2026

		As Previously Reported				Restatement Adjustments				As Restated
Net cash used in operating activities		$	(64,242	)		$	(1,011,024	)		$	(1,075,266	)
Net cash used in investing activities			(92,135	)			(1,640,685	)			(1,732,820	)
Net cash provided by financing activities			171,480				2,746,526				2,918,006
Net increase in cash			15,104				94,816				109,920
Cash acquired on consolidation at the acquisition dates			-				28,936				28,936
Cash, beginning of period			49,077				-				49,077
Cash, end of period		$	64,180			$	123,753			$	187,933

(1) Amounts in the “As Previously Reported” column are derived from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, originally filed with the Securities and Exchange Commission on August 19, 2026.

(2) The restatement adjustments reflect the inclusion of the applicable assets, liabilities, revenues, expenses, and cash flows of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities from the respective dates on which the Company obtained control, together with related consolidation and elimination entries.

(3) Amounts in the “As Restated” column reflect the Company’s unaudited consolidated financial statements included in this Amendment No. 1 on Form 10-Q/A.

The “As Previously Reported” column reproduces the amounts as presented in the Original Form 10-Q for the quarterly period ended June 30, 2026, filed on August 19, 2026. Certain of those amounts contained one-dollar arithmetic differences. The “Restatement Adjustment” column includes the correction of those differences, and each restated amount therefore agrees to the corresponding amount presented in this Amendment.

Revision of an immaterial prior period item. In connection with the preparation of this Amendment, the Company identified a commercial condominium unit, Unit C-1 at 3628 Georgia Avenue, NW, Washington, D.C., that was acquired by a subsidiary on August 11, 2025 and was not recorded in the Company’s consolidated financial statements, together with the $250,000 purchase money promissory note issued to finance the acquisition and the related accrued real estate taxes assumed at settlement. Management evaluated the omission and concluded that it is not material to the Company’s previously issued financial statements for any period presented. The amounts have been recorded as of the acquisition date and are reflected in both the June 30, 2026 and the December 31, 2025 columns of the accompanying consolidated balance sheets.

The effect of recording the unit is an increase in property and equipment, net of $253,960, an increase in accounts payable and accrued expenses of $4,930, an increase in mortgage debt of $250,000, and an increase in accumulated deficit of $970, at each of June 30, 2026 and December 31, 2025. Because the amounts are the same at both dates, there is no effect on the Company’s results of operations or cash flows for the three or six months ended June 30, 2026. The unit is vacant, is not in service, and accordingly no depreciation has been recorded and it has generated no rental activity. No interest has been accrued on the note.

Presentation of noncontrolling interest. The amount previously presented as a noncontrolling interest, $79,263, represents opening equity of subsidiaries that were consolidated in 2025 and that eliminates against the parent company’s investment. The Company holds 100% of those subsidiaries and there is no noncontrolling interest at June 30, 2026, March 31, 2026 or December 31, 2025. The amount has been reclassified into accumulated deficit and the noncontrolling interest caption has been removed from the consolidated balance sheets and the consolidated statements of cash flows. Total stockholders’ deficit is unchanged by the reclassification. The comparative balance sheet at December 31, 2025 has not been restated for this item; it is presented within the restatement adjustment column at June 30, 2026.

Basis of consolidating acquired entities. Each acquired entity is consolidated from the date the Company obtained control — Sustainable Properties, LLC from March 13, 2026, AMT Management Corp. from March 4, 2026 and Memorial Real Estate Group LLC from April 8, 2026. Sustainable Properties results for January 1, 2026 through March 12, 2026 — revenue of $121,676 and expenses of $112,174 — are excluded from the consolidated statements of operations and form part of the net assets acquired. The exclusion increases the reported net loss for the six months ended June 30, 2026 by $9,503 and has no effect on the consolidated balance sheet at June 30, 2026, on the three-month results, or on cash. Cash acquired on consolidation of $28,936 is measured at each entity’s acquisition date.