What changed in this filing

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Item 1. Legal Proceedings

2024-12-23 compared with 2024-12-12 · 45 added, 36 removed, 4 unchanged (95% of the section changed)

LEGAL PROCEEDINGS

mid-September 2023, Mr.

Wyoming Shareholder Lawsuits:

Since mid-September

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.

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.

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

This case was dismissed without prejudice on October 18, 2023.

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.

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.

November 30, 2023, the Company responded to plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’

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.

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:

acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;

making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;

making any attempts to change the board composition and executive team;

disseminating false statements regarding the Company and its leadership;

making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;

making any attempts to issue the Company’s shares.

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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

senior securities were issued and outstanding during the six months ended June 30, 2024.

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 to be in control

of the Company.

In early 2024, the Court issued an order restraining

the Unauthorized Persons from purporting to control the Company.

The Unauthorized Persons’ lawsuit was subsequently dismissed with

prejudice, meaning they can no longer attempt to assert control over the Company.

New York Loan Guarantee Litigation:

May 2024, certain non-U.S.

Parties believed to be affiliated with the Unauthorized Persons described above filed a lawsuit in New York

State court against many non-U.S.

borrowers, alleging the borrowers have not paid certain loans.

These lender-plaintiffs also sued the

Company under alleged guarantees it allegedly signed to guarantee the loans at issue.

The Company does not believe these guarantees were

legitimate, nor that New York is the proper place for it.

The Company has moved to dismiss.

Books and records litigation:

2024, the Unauthorized Persons filed a lawsuit in Wyoming State court for books and records.

The Company does not believe the lawsuit

has merit under Wyoming’s books and records statute and is defending this suit.

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.

UNREGISTERED SALES

OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON

SENIOR SECURITIES

No senior securities were issued and outstanding

during the nine months ended September 30, 2024.

MINE SAFETY DISCLOSURES

applicable to our Company.

Not applicable to our Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Legal Proceedings