10 unchanged sentences
and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
−Removed: 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
−Removed: Based upon that evaluation, as of September 30, 2025, our principal executive officer and principal financial officer concluded that
−Removed: our disclosure controls and procedures were not effective due to the material weakness in our internal controls.
+Added: 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.
+Added: Based upon that evaluation, as of March 31, 2026, our principal executive officer and principal financial officer concluded that our disclosure
+Added: controls and procedures were not effective due to the material weakness in our internal controls.
A material weakness is a deficiency, or a combination
2 unchanged sentences
Material Weaknesses in Internal Controls
−Removed: As of December 31, 2024, due to staffing and resource
−Removed: constraints, the Company required significant additional time to close the books and records.
−Removed: Management, after year end, continued to
−Removed: perform its account reconciliations which required further adjustments to be recorded.
−Removed: As such, information technology, business processes
−Removed: and financial reporting controls were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records are closed
−Removed: accurately and on a timely basis, (b) lack of proper review over the accounting for certain notes receivable accounted for at fair value,
−Removed: (c) the lack of appropriate segregation of duties, (d) certain general information technology control deficiencies regarding user access
−Removed: provisioning and administrative access review, and (e) insufficient documentation to support and evidence the design and implementation
+Added: During the period ended March 31, 2026, due to
+Added: staffing and resource constraints, the Company required significant additional effort to close the books and records, and record appropriate
+Added: account adjustments.
+Added: As such, information technology, business processes and financial reporting controls were deemed to be ineffective
+Added: due to (a) the lack of personnel to ensure the books and records are closed accurately and on a timely basis, (b) lack of sufficient review
+Added: over the accounting for certain transactions recorded at fair value, (c) the lack of appropriate segregation of duties, (d) certain general
+Added: information technology control deficiencies regarding user access provisioning and administrative access review, and (e) insufficient
+Added: documentation to support and evidence the design and implementation of controls.
+Added: Remedial Actions
+Added: As a result, our management performed additional
+Added: analysis as deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally
+Added: accepted in the United States of America.
+Added: Management understands that the accounting standards applicable to our financial statements
+Added: are complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with respect
+Added: to accounting issues and remediate this material weakness.
+Added: The Company has engaged an outside consulting firm to assist in the closing
+Added: process to ensure that steps are taken to remediate the control environment and to specifically improve the timeliness and accuracy of
+Added: its financial reporting process.
+Added: Additionally, the Company is planning to implement certain information technology related changes over
+Added: the year ending December 31, 2026.
Changes in Internal Control over Financial Reporting
−Removed: On October 1, 2025, the Company hired an Interim Chief Financial Officer
−Removed: to assist the Company’s finance department.
−Removed: Otherwise, there were no changes in our internal control over financial reporting for
−Removed: the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over
−Removed: financial reporting.
+Added: There were no changes in our internal control
+Added: over financial reporting for the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect,
+Added: our internal control over financial reporting.
Limitations on Effectiveness of Controls
6 unchanged sentences
to their costs.
−Removed: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
−Removed: that all control issues and instances of fraud, if any, within our company have been detected.
+Added: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
+Added: 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.