4 unchanged sentences
Our management carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).
−Removed: Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective as communicated by the auditors to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective due to lack of overall system of internal controls as communicated by the auditors to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
48 unchanged sentences
Executive Compensation
−Removed: The Company has not to the date paid any compensation to any officer or director.
The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding.
1 unchanged sentence
In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision, and dental insurance program at subsidized rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion.
+Added: Year ended December 31,
+Added: Name and Principal position
+Added: Adam Taub, Vice President
+Added: Amalia Zarcone, Controller
Directors Compensation
3 unchanged sentences
$109,440 (CAD 150,000)
+Added: $104,250 (CAD 150,000)
+Added: $104,250 (CAD 150,000)
Barry Alan Katzman
22 unchanged sentences
Certain Relationships and Related Transactions
−Removed: Effective December 20, 2019, Jerry Zarcone, the brother of Anthony Zarcone, the Chief Executive Officer (CEO) and a director of the Company, entered into a loan agreement with the Company pursuant to which Jerry Zarcone agreed to loan the Company up to $1,936,534 (CAD 2,786,380) for working capital purposes.
+Added: Effective December 20, 2019, Jerry Zarcone, the brother of Anthony Zarcone, the Chief Executive Officer (CEO) and a director of the Company, entered into a loan agreement with the Company pursuant to which Jerry Zarcone agreed to loan the Company up to
+Added: $2,032,943 (CAD 2,786,380) for working capital purposes.
The loan was provided in two tranches with one bearing an annual interest rate of 16% while the other bearing an annual interest rate of 43.26%.
−Removed: The loan is secured by all assets owned by the Company and its subsidiaries including leasehold improvements and matures on May 31, 2025, or such earlier date as demanded by lender.
+Added: The loan is secured by all assets owned by the Company and its subsidiaries including leasehold improvements and matures on August 31, 2026, or such earlier date as demanded by lender.
Additional detail is provided in Note 16.
4 unchanged sentences
Pursuant to the Agreement, CLI purchased from the Company for the sum of $2,115,840, (CAD 2,900,000) a debt obligation owing from Canary to the Company in the principal balance of $7,733,760 (CAD 10,600,000 (“Canary Debt”)).
−Removed: Upon receipt of the
−Removed: consideration, the Company loaned the full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not to take any collection action so long as the Canary Debt remains unpaid to CLI.
+Added: Upon receipt of the consideration, the Company loaned the full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not to take any collection action so long as the Canary Debt remains unpaid to CLI.
The Canary debt owed to CLI from Canary bears an interest rate of 5% per annum and matures on August 14, 2025.
9 unchanged sentences
Principal Accounting Fees and Services.
−Removed: Our auditor, than, is the registered independent accounting firm.
+Added: Our auditor, Fruci and Associates II, PLLC, is the registered independent accounting firm.
We were billed $75,959 and $69,000 for years ended December 31, 2025 and 2024 respectively for professional services rendered for the audit of our consolidated financial statements.
68 unchanged sentences
Tenth Amending Agreement dated August 16, 2024
+Added: Eleventh Amending Agreement dated August 11, 2025
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
27 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.