What changed in this filing

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Item 4. Controls and Procedures

2026-08-12 compared with 2026-05-12 · 27 added, 71 removed, 4 unchanged (96% of the section changed)

1 unchanged sentence

Disclosure controls and procedures

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934,

is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,

to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management

recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance

of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was required to apply

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design of any system of

controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any

design will succeed in achieving its stated goals under all potential future conditions.

Over time, a control may become inadequate because

of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rules 13a-15(b) and 15d-15(b),

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 of the

end of the period covered by this report.

Based on the foregoing, our principal executive officer and principal financial officer concluded

that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal

controls over financial reporting.

To address these material weaknesses, management

engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein

fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

A material weakness is a deficiency, or a combination

of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No.

5, 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.

Management has identified the following material

weaknesses which have caused management to conclude that as of March 31, 2026, our internal controls over financial reporting were not

effective at the reasonable assurance level:

We do not have sufficient

and fully memorialized written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for March 31, 2026.

evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient

resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related

to financial reporting in a timely manner.

In addition, due to our size and nature, segregation of all conflicting duties may not always

be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets

and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have

segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted

represented a material weakness.

We do not have personnel

with sufficient experience with United States generally accepted accounting principles to address complex transactions.

We have inadequate controls

to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel

to those responsible for financial reporting.

Management evaluated the impact of the lack of timely communication between non–financial

personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency

represented a material weakness.

We have determined that

oversight over our external financial reporting and internal control over our financial reporting is ineffective.

The Chief Financial

Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and has not provided adequate

supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s

audit of the Company’s financial statement.

We have and continue to take steps to remediate

some of the weaknesses described above, including by engaging a financial reporting advisor with expertise in accounting for complex transactions.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rules 13a-15(b) and 15d-15(b), 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 of the end of the period covered by this report.

Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting.

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No.

5, 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.

Management has identified the following material weaknesses which have caused management to conclude that as of March 31, 2026, our internal controls over financial reporting were not effective at the reasonable assurance level:

We do not have sufficient and fully memorialized written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for March 31, 2026.

Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner.

In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have personnel with sufficient experience with United States generally accepted accounting principles to address complex transactions.

We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting.

Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

We have determined that oversight over our external financial reporting and internal control over our financial reporting is ineffective.

The Chief Financial Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s audit of the Company’s financial statement.

We have and continue to take steps to remediate some of the weaknesses described above, including by engaging a financial reporting advisor with expertise in accounting for complex transactions.

We intend to continue to address these weaknesses as resources permit.

Changes in internal control over financial

There were no changes in our internal control

over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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