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Evaluation of Disclosure Controls and Procedures
−Removed: The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025 based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 Framework”).
+Added: The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.
Our Chief Executive Officer, our Chief Financial Officer and other members of our senior management team supervised and participated in this evaluation.
−Removed: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that 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.
+Added: The term “disclosure controls and procedures,” as defined
+Added: in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that 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 the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective, due to the fact that we are not
−Removed: yet able to conclude that the material weaknesses described in this Item 4 have been remediated by the changes we made in response to these material weaknesses.
−Removed: As previously disclosed in Item 9A of our Annual Report on Form 10-K for the period ended September 30, 2024, our management identified two material weaknesses as of such date.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be able to be prevented or detected on a timely basis.
−Removed: Material weakness 1 – Corporate credit cards
−Removed: In August 2024 during its fiscal year 2024 third quarter review the Company identified certain control deficiencies related to its business expense reimbursement and selected purchases policy and application of a legacy credit card program for Company credit cards.
−Removed: The control deficiencies arose out of a lack of adequate review and incomplete supporting documentation related to certain business expenses including those for reimbursement for Company credit card charges from a C level Company executive as well as an undocumented compensation agreement with regards to the use of credit card points which resulted in undisclosed compensation.
−Removed: The Audit Committee engaged a third party to investigate and analyze certain transactions made on the corporate credit card and it was not led by management.
−Removed: As of September 30, 2024, the C-level executive returned to the Company approximately $20,000 in aggregate related to the portion of the undisclosed compensation in excess of the intended compensation agreement.
−Removed: There were no subsequent amounts of undisclosed compensation returned to the company.
−Removed: In response to these control deficiencies, the Company performed additional analysis and reconciliation around all the credit card activity, including reimbursement, purchases and review of the credit card use policies, assessed various alternatives to remediate this material weakness and implemented changes to our internal controls including implementation of additional review and confirmation process by designated employees and the termination of the legacy benefit program identified above.
−Removed: During the preparation of our annual financial statements, we determined that the controls over the credit card process were not operating effectively, and the resulting control gap amounted to a material weakness in our controls over financial reporting.
−Removed: As a result, we concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2024.
−Removed: The COSO principles of Exercises oversight responsibility and develops control activities were not properly followed in our internal controls.
−Removed: Although we have implemented changes to our internal controls over financial reporting as described herein, as of June 30, 2025 we cannot conclude that the material weakness has been remediated.
−Removed: Material weakness 2 – Income taxes
−Removed: Management identified another material weakness in our internal controls over financial reporting for income taxes relating to current/non-current taxes payable, certain deferred tax assets and liabilities, and current and deferred tax expenses.
−Removed: We use a third-party provider to prepare our tax provision and related disclosures on a quarterly basis.
−Removed: This third-party provider was changed in fiscal year 2025.
−Removed: The company reviews the provision and disclosures.
−Removed: We believe the material weakness occurred due to a lack of competency of the third-party provider and management needs to perform a more comprehensive review with the third-party preparer.
−Removed: Although we have implemented changes to our internal controls over financial reporting as described herein, as of June 30, 2025 we cannot conclude that the material weakness has been remediated.
−Removed: Remediation of Material Weaknesses
−Removed: We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that the material weaknesses are remediated as soon as possible.
−Removed: We believe we have made progress towards remediation and continue to implement our remediation plan for the material weakness, which includes the following steps.
−Removed: Material weakness 1 – Corporate credit cards
−Removed: ● All points earned on the Company credit cards will accrue only to the benefit of the Company.
−Removed: ● The Company updated its Credit Card purchase and Reimbursement Policy and has taken steps to ensure the Expense Policy is followed with documentation and proper approvals.
−Removed: ● In fiscal year 2025, internal audit will test a reasonable number of selections from all corporate credit card expenses monthly and report findings directly to the Company’s CFO.
−Removed: If there is an exception, this will be reported to the Audit Committee
−Removed: ● Quarterly a summary report of Credit card internal audit results will be reported to the Audit Committee.
−Removed: Material weakness 2 – Income taxes
−Removed: ● We hired a new accounting firm with global expertise as our new third-party tax provider to prepare tax provisions and corporate income tax returns.
−Removed: We intend to use this firm to assist with enhancing internal controls over financial reporting for income taxes and developing and implementing a remediation plan.
−Removed: ● We hold quarterly meetings with our new third-party tax provider to discuss changes in tax law, key aspects of our quarterly/annual provisions and required updates to provisions, deciding a course of action and documenting such actions, review and approval of the tax data by senior members of our finance team and final discussion, review and approval of the third-party provider prepared provisions and returns.
−Removed: ● We will provide income tax accounting training to those involved in the review of the tax data from our third-party tax provider.
−Removed: We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
−Removed: The process of designing and implementing an effective accounting and financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain an accounting and financial reporting system that is adequate to satisfy our reporting obligations.
−Removed: As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.
+Added: Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
−Removed: During the nine months ended June 30, 2025, with the exception of the changes described above within this Item 4 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the three months ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
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.