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.
On November 30, 2023, the Company responded to
plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’ case (Mr. Dai Zheng and his affiliates)
was largely built upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the
Company’s request for an injunction.
On January 5, 2024, the Chancery Court entered
a preliminary injunction order (attached hereto). Specifically, the order restrained Mr. Dai Zheng and his affiliates from the following
conduct:
(i) acting as or
holding themselves out as majority shareholders, directors, executives, or employees of the
Company and its affiliates;
(ii) making any
attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press
release on behalf of the Company;
(iii) making any
attempts to change the board composition and executive team;
(iv) disseminating
false statements regarding the Company and its leadership;
(v) making any
attempts to contact the Company’s service providers, including auditors, stock transfer
agents, and filing agents;
(vi) making any
attempts to issue the Company’s shares.
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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 March 31, 2024.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.