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Item 4. Controls and Procedures

2025-08-14 compared with 2025-05-15 · 56 added, 63 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Disclosure Controls and Procedures:

As of March 31, 2025, under the supervision and with

the participation of our principal executive officer and principal financial officer we have evaluated, 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.

that evaluation, our principal executive officer and principal financial officer concluded that because remediation of the deficiency

in internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2024 has not

been completed as described below, our disclosure controls and procedures were not effective at the reasonable assurance level as of March

Our disclosure controls and procedures are designed

to provide reasonable assurance that information required to be disclosed in the reports that we filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within time periods specified by 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 in our

reports filed under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal

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

Management’s Report on Internal Control

over Financial Reporting:

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or

under the supervision of, our principal executive officer and principal financial officer to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally

accepted accounting principles.

Our control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

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

(2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of our assets that could have a material effect on the consolidated financial statements.

Because of inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, any projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies

and procedures may deteriorate.

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 annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our Annual Report on Form

10-K for the year ended December 31, 2024, an evaluation was conducted under the supervision and with the participation of management,

including our CEO and CFO, on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024

based on criteria related to internal control over financial reporting described in Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework).

Based on this evaluation, management

determined that because of the material weaknesses described below, the Company’s internal control over financial reporting was

not effective as of December 31, 2024.

We did not maintain an effective internal control

environment to ensure the processing of and reporting of non-routine transactions are complete, accurate and timely, including the Company’s

indefinite-lived assets impairment assessment.

The material weakness identified above could result

in a misstatement to the aforementioned asset balances and disclosures that would result in a material misstatement to the annual or interim

consolidated financial statements that would not be prevented or detected on a timely basis.

Remediation Plan:

Management has initiated a remediation plan to address

the control deficiency that led to the material weakness.

The remediation plan includes, but is not limited to, engagement of additional

external accounting resources to assist with the preparation and review of the Company’s non-routine transactions.

Changes in Internal Control Over Financial Reporting

Except for changes being implemented by the Company

to address the material weakness identified above, there were no changes in our internal control over financial reporting during the first

quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

of Disclosure Controls and Procedures.

Controls and Procedures:

of June 30, 2025, under the supervision and with the participation of our principal executive officer and principal financial officer

we have evaluated, 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 on that evaluation, our principal executive officer and principal financial officer concluded

that because remediation of the deficiency in internal control over financial reporting described in our Annual Report on Form 10-K for

the year ended December 31, 2024 has not been completed as described below, our disclosure controls and procedures were not effective

at the reasonable assurance level as of June 30, 2025.

disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports

that we filed or submitted under the Exchange Act is recorded, processed, summarized and reported within time periods specified by 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 in our reports filed under the Exchange Act is accumulated and communicated to our management,

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

Report on Internal Control over Financial Reporting:

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements

for external purposes in accordance with generally accepted accounting principles.

Our control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions

and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made

only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated

financial statements.

of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, any projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with policies and procedures may deteriorate.

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 annual or interim consolidated financial statements will not be prevented

or detected on a timely basis.

previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, an evaluation was conducted under the supervision

and with the participation of management, including our CEO and CFO, on the effectiveness of the Company’s internal control over

financial reporting as of December 31, 2024 based on criteria related to internal control over financial reporting described in Internal

Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013

Based on this evaluation, management determined that because of the material weaknesses described below, the Company’s

internal control over financial reporting was not effective as of December 31, 2024.

did not maintain an effective internal control environment to ensure the processing of and reporting of non-routine transactions are

complete, accurate and timely, including the Company’s indefinite-lived assets impairment assessment.

material weakness identified above could result in a misstatement to the aforementioned asset balances and disclosures that would result

in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected on a timely

has initiated a remediation plan to address the control deficiency that led to the material weakness.

The remediation plan includes,

but is not limited to, engagement of additional external accounting resources to assist with the preparation and review of the Company’s

non-routine transactions.

in Internal Control Over Financial Reporting

for changes being implemented by the Company to address the material weakness identified above, there were no changes in our internal

control over financial reporting during the second quarter of 2025 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

II - OTHER INFORMATION

LEGAL PROCEEDINGS.

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