What changed in this filing

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Item 4. Controls and Procedures

2025-08-11 compared with 2025-05-13 · 29 added, 38 removed, 13 unchanged (84% of the section changed)

8 unchanged sentences

executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, 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

Based upon that evaluation, as of March 31, 2025, our principal executive officer and principal financial officer concluded that

our disclosure controls and procedures were not effective due to the material weakness in our internal controls.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonably possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We carried out an evaluation, under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, 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.

Based upon that evaluation,

as of June 30, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures

were not effective due to the material weakness in our internal controls.

A material weakness is a deficiency, or

a 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 prevented or detected on a timely basis.

Material Weaknesses in Internal Controls

As of December 31, 2024, due to staffing and resource

constraints, the Company required significant additional time to close the books and records.

Management after year end, continued to

perform its account reconciliations which required further adjustments to be recorded.

As such, information technology, business processes

and financial reporting controls were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records are closed

accurately and on a timely basis, (b) lack of proper review over the accounting for certain notes receivable accounted for at fair value,

(c) the lack of appropriate segregation of duties, (d) certain general information technology control deficiencies regarding user access

provisioning and administrative access review, and (e) insufficient documentation to support and evidence the design and implementation

As of December 31, 2024, due to staffing

and resource constraints, the Company required significant additional time to close the books and records.

Management after year end,

continued to perform its account reconciliations which required further adjustments to be recorded.

As such, information technology, business

processes and financial reporting controls were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records

are closed accurately and on a timely basis, (b) lack of proper review over the accounting for certain notes receivable accounted for

at fair value, (c) the lack of appropriate segregation of duties, (d) certain general information technology control deficiencies regarding

user access provisioning and administrative access review, and (e) insufficient documentation to support and evidence the design and implementation

Changes in Internal Control Over Financial Reporting

In response to the material weakness identified

above, the Company has implemented changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)

under the Exchange Act) as of the quarter ended March 31, 2025.

The Company is actively increasing the quantity and quality of our internal

accounting personnel and has engaged external valuation specialists and accounting advisors with financial reporting expertise, so as

to provide the Company with resources sufficient to properly design and implement internal controls which will prevent and detect material

misstatements to the financial statements in a timely manner.

As a result of these changes, the Company believes

the material weakness described above will be remediated.

However, due to the nature of the material weakness, it will not be considered

remediated until the controls have been applied for a sufficient amount of time and management has performed testing of the controls to

conclude that the controls are operating effectively.

There were no changes in our internal control

over financial reporting during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management does not expect that our disclosure

controls and procedures or our internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within our company have been detected.

Our management does not expect that our

disclosure controls and procedures or our internal controls will prevent all errors and all fraud.

A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, within our company have been detected.

Part II - 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.

What changed 10-Q

Item 4. Controls and Procedures