Item 1. Legal Proceedings
ITEM 1. LEGAL PROCEEDINGS
Since mid-September 2023, Mr. Zheng Dai, Mr.
Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding
themselves out as representing and/or authorized to represent the Company. For example, the Unauthorized Persons caused to be filed certain
current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors.
These filings were false and should be disregarded.
On September 28, 2023, a derivative lawsuit
was filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District
of Wyoming against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice
on October 18, 2023.
On October 18, 2023, the same individuals
who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming
(the “Chancery Court”), again seeking control of the Company. The Company responded to the lawsuit, sought a temporary restraining
order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming be in control of
the Company.
On November 7, 2023, the Chancery Court issued
a temporary restraining order substantially restraining the plaintiff-shareholders and their affiliates from claiming to act on behalf
of the Company. The lawsuit remains pending as at reporting date..
ITEM 1A. RISK FACTORS
We are a “smaller reporting company” as
defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item.
ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
No senior securities were issued and outstanding during
the nine months ended September 30, 2023.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
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