What changed in this filing

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Item 4. Controls and Procedures

2026-05-26 compared with 2025-11-12 · 73 added, 69 removed, 5 unchanged (97% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the

participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or

submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to

our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding

required disclosure.

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period

covered by this Quarterly Report in providing reasonable assurance of achieving the desired control objectives.

This was due to deficiencies

that existed in the design and operation of our internal controls over financial reporting, involving internal controls and procedures,

that were considered to be material weaknesses, as described below.

Management ’ s Report

on Internal Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer

and principal financial officer, and effected by our board of directors (the “Board”), management and other personnel, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”), and that our receipts and expenditures are being made only in accordance with authorization of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting has

inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject

to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented

by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented

or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of

the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this

We have conducted an assessment of the effectiveness

of our internal control over financial reporting as of the end of the period covered by this Quarterly Report, based on the framework

established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (the COSO Framework).

This assessment included an evaluation of the design of our internal control over financial reporting

and testing of the operational effectiveness of those controls.

Based on that evaluation, as a result of the material weaknesses

described below, management has concluded that our internal control over financial reporting was not effective as of the end of the period

covered by this Quarterly Report.

A material weakness in internal controls is a

deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record,

process, or report external financial data reliably in accordance with U.S.

GAAP such that there is more than a remote likelihood that

a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected.

In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified material weaknesses

in our internal control over financial reporting.

Specifically, we do not have sufficiently documented procedures or control activities

in place to support a reliable financial reporting process.

This includes an absence of controls over the review and approval of journal

entries, segregation of duties, reconciliations, and other fundamental accounting processes.

Based on our assessment under the criteria described

above, we have concluded that our internal control over financial reporting was not effective as of the end of the period covered by this

Quarterly Report.

Changes in Internal Control Over Financial

There has been no change in our internal control

over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended September 30, 2025, that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company continues to review

its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes

aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

of Disclosure Controls and Procedures

under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act).

Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company

in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange

Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate

to allow timely decisions regarding required disclosure.

on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were

not effective as of the end of the period covered by this Quarterly Report in providing reasonable assurance of achieving the desired

control objectives.

This was due to deficiencies that existed in the design and operation of our internal controls over financial reporting,

involving internal controls and procedures, that were considered to be material weaknesses, as described below.

Management ’ s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under

the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors (the “Board”),

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies

and procedures that:

pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets

provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”), and that our receipts and expenditures are being

made only in accordance with authorization of our management and directors;

provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material

effect on the financial statements.

control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human

diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial

reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

have conducted an assessment of the effectiveness of our internal control over financial reporting as of the end of the period covered

by this Quarterly Report, based on the framework established in Internal Control — Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (the COSO Framework).

This assessment included an evaluation of the design of

our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on that evaluation,

as a result of the material weaknesses described below, management has concluded that our internal control over financial reporting was

not effective as of the end of the period covered by this Quarterly Report.

material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects

our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with U.S.

GAAP such that

there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential

will not be prevented or detected.

In the course of making our assessment of the effectiveness of internal controls over financial reporting,

we identified material weaknesses in our internal control over financial reporting.

Specifically, we do not have sufficiently documented

procedures or control activities in place to support a reliable financial reporting process.

This includes an absence of controls over

the review and approval of journal entries, segregation of duties, reconciliations, and other fundamental accounting processes.

on our assessment under the criteria described above, we have concluded that our internal control over financial reporting was not effective

as of the end of the period covered by this Quarterly Report.

in Internal Control Over Financial Reporting

has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter

ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial

The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting,

and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with

its business.

PART II-OTHER INFORMATION

3 unchanged sentences

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

Item 4. Controls and Procedures