What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-06-02 compared with 2024-04-11 · 49 added, 28 removed, 3 unchanged (96% of the section changed)

Financial Statements and Supplementary Data.

Reference is made to pages F-1

through F-51 comprising a portion of this report, which are incorporated herein by reference.

Reference is made to pages F-1 through F-52

comprising a portion of this report, which are incorporated herein by reference.

Changes in and Disagreements With Accountants

on Accounting and Financial Disclosure.

June 29, 2023, Mayer Hoffman McCann P.C.

(“MHM”), the Company’s registered public accounting firm, informed the Company

that it resigned, effective June 29, 2023.

audited the Company’s financial statements as of and for the years ended December 31, 2022 and 2021.

MHM’s audit reports on

the Company’s financial statements as of, and for the fiscal years ended December 31, 2022 and 2021, dated March 8, 2023, did not

contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting

the Company’s fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through July 6, 2023, there were

no disagreements between the Company and MHM on any matter of accounting principles or practices, financial statement disclosure, or auditing

scope or procedure, which disagreements, if not resolved to the satisfaction of MHM, would have caused MHM to make reference to the subject

matter of the disagreements in connection with its audit reports on the Company’s financial statements for such periods.

the Company’s fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through July 6, 2023, there were

no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v), except as previously disclosed in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

MHM identified a material weakness in internal controls in connection

with a lack of staff (a) to maintain optimal segregation of duties and to provide optimal levels of oversight in order to process financial

information in a timely manner, analyze and account for complex, non-routine transactions, and prepare financial statements and (b) to

timely identify, approve or report related party transactions.

The Company is taking steps to remediate that material weakness.

July 6, 2023, the Audit Committee appointed EisnerAmper LLP (“EisnerAmper”) to serve as the Company’s independent registered

public accounting firm for the fiscal year ending December 31, 2023, and related interim periods.

The decision to engage EisnerAmper was

approved by the Company’s Audit Committee of the Board of Directors.

During the Company’s two most recent fiscal years and

the subsequent interim period through July 6, 2023, the Company did not consult EisnerAmper with respect to any of the matters or events

listed in Regulation S-K Item 304(a)(2).

On October 15, 2024, EisnerAmper LLP (“EA”)

submitted its resignation as the Company’s independent registered public accounting firm, effective upon the Company’s filing

of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

The Company’s Audit

Committee of the Board (the “Audit Committee”) appointed EA to serve as the Company’s independent registered public

accounting firm on July 6, 2023 (the “Appointment Date”).

EA’s audit report on the Company’s financial statements

as of, and for the fiscal year ended December 31, 2023, dated April 11, 2024, did not contain any adverse opinion or a disclaimer of opinion,

nor was it qualified or modified as to uncertainty, audit scope or accounting principles, other than that it contained an explanatory

paragraph regarding the Company’s ability to continue as a going concern.

From the Appointment

Date to the date of EA’s resignation (the “Engagement Period), there were no disagreements between the Company and EA on any

matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if

not resolved to the satisfaction of EA, would have caused EA to make reference to the subject matter of the disagreements in connection

with its audit reports on the Company’s financial statements for such periods.

During the Engagement

Period, there were no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v), except as previously disclosed

in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s Quarterly Reports

on Form 10-Q for the periods ended March 31, 2024, June 30, 2024, and September 30, 2024, Company management identified certain material

weaknesses in internal controls as follows:

(a) the Company did not maintain an effective control environment with adequate segregation

of duties with respect to cash disbursements;

(b) the Company did not have an effective risk assessment process and effective monitoring

of compliance with established accounting policies and procedures, and did not demonstrate a sufficient level of precision in the application

of the Company’s controls, including the maintenance of board committee minutes and unanimous written consents;

controls over the approval and reporting of expenses paid with the Company’s credit cards and certain bank wires were not designed

and maintained to achieve the Company’s objectives;

(d) the Company lacked accounting resources to maintain optimal segregation

of duties, maintain adequate controls over the approval and posting of journal entries, and to provide optimal levels of oversight in

order to process financial information in a timely manner, analyze and account for complex, non-routine transactions, and prepare financial

(e) the Company did not maintain adequate controls for the timely identification, approval or reporting of related party transactions,

and (f) the Company did not maintain effective controls to ensure information technology policies and procedures set the tone at the top,

to mitigate risks and achieve information technology objectives and ITGCs in the change management, logical security and computer

operations domains.

Effective February 13, 2025, the Audit Committee

authorized the appointment of MaloneBailey LLP (“ MaloneBailey ”) as the Company’s new independent registered public

accounting firm for the fiscal year ended December 31, 2024, and MaloneBailey was appointed as the Company’s independent registered

public accounting firm.

During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim

period through February 13, 2025, neither the Company nor anyone acting on behalf of the Company had consulted MaloneBailey regarding

(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion

that might be rendered on the Company’s financial statements, nor did MaloneBailey provide a written report or oral advice to the

Company that MaloneBailey concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing

or financial reporting issues;

or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv)

of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

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-K

Item 8. Financial Statements and Supplementary Data