Dogecoin Cash, Inc.: Form 10-K for the period ended Dec 31, 2024

Company Background

Dogecoin Cash, Inc., formerly Cannabis Sativa, Inc., formerly named Ultra Sun Corporation, was incorporated under laws of Nevada in November 2005. In 2023, we conducted our operations through our subsidiaries PrestoCorp, Inc. (“PrestoCorp”), a 51% owned Delaware corporation engaged in the telemedicine business.

We also own 100% of the following subsidiaries: Dogespac LLC, a Colorado limited liability company, Wild Earth Naturals, Inc. (“Wild Earth”), a Colorado corporation, Eden Holdings LLC (“Eden”), a Colorado limited liability company, Kubby Patent and Licenses, Limited Liability Company (“KPAL”), a Texas limited liability company and Hi Brands International Inc. (“Hi Brands”), a Colorado corporation. Wild Earth, Eden, KPAL, and Hi Brands are currently inactive, but fit into our business strategy as discussed below.

On November 13, 2024, the Company filed for a corporate name change from Cannabis Sativa, Inc. to Dogecoin Cash, Inc. with the State of Nevada. This change is part of the Company’s broader strategic initiative to align its brand identity with its evolving business focus. The name change is currently under review by FINRA for approval. Upon completion of the regulatory review process, the new name will be reflected in all legal, financial, and market-related disclosures.

Our common stock is quoted for trading on the OTCQB Market under the symbol CBDS.

We currently maintain virtual principal executive offices with our staff and contractors located remotely and typically working out of their homes. Our mailing address is PO BOX 1602, Mesquite, Nevada 89024. Our telephone number is (702) 762-3123.

Business Strategy

In 2025, CBDS plans to prioritize the expansion of its telemedicine business while integrating cryptocurrency capabilities within the company’s operations, aligning with its strategic focus on digital assets. Additionally, the company is actively exploring opportunities in brand development and the licensing and marketing of products and services tailored to the cannabidiol (“CBD”) and cannabis industries.

Telemedicine

PrestoCorp (“PrestoDoctor”), offers an online telemedicine platform providing customer access to knowledgeable physicians to obtain a medical marijuana recommendation. PrestoDoctor uses secure video conferencing technology (https://prestodoctor.com) to provide a safe and confidential forum for the Doctor patient interview in accordance with state regulations governing issuance of medical marijuana cards. Appointments through PrestoDoctor’s website generally take 10-15 minutes and can be scheduled and completed in the same day. This convenience eliminates the need for patients to travel to a clinic. More than 100,000 users have registered to consult with PrestoDoctor’s 15+ licensed physicians across the United States. PrestoDoctor currently offers services in Arkansas, California, Georgia, Illinois, Iowa, Louisiana, Minnesota, Missouri, Nevada, New York, Ohio, Oklahoma, Pennsylvania, Texas, and West Virginia, and is actively targeting expansion into multiple additional states in the coming months.

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Management is currently evaluating opportunities to expand the platform for medical marijuana evaluations into other states and is reviewing other telemedicine applications. The COVID-19 pandemic had been a catalyst for expansion of telemedicine services across the United States, and our existing systems and infrastructure are well suited to providing other similar medical evaluations. The continuing growth of wearable devices and remote monitoring capabilities are further evidence that telemedicine will continue to grow in the coming periods. Growth of the platform to take advantage of these opportunities will require capital for development of new features and capabilities necessary to provide a new service, expansion of personnel and expansion of our contracted physician pool. No assurances can be given that our efforts to expand into new areas and/or provide new services will be successful.

Brand Development and Product Marketing

We have assembled a portfolio of brands, products, intangible assets, and expertise to allow research, development, acquisition and licensing of specialized cannabis and CBD related products, including cannabis and CBD formulas, edibles, topicals, strains, recipes, and delivery systems. We plan to engage in marketing and branding within the cannabis and CBD spaces utilizing our existing brands, including our trademark pending “hi” brand, while also seeking out new opportunities for brand aggregation and marketing. In 2024, we were not able to focus on further development of these assets due to limitations on availability of capital and the need to devote our energies to growth in the telemedicine space.

In 2025, we hope to begin licensing and marketing products by developing new relationships with manufacturers and distributors. Descriptions of the products/brands we intend to promote include:

Wild Earth Naturals, Inc. Wild Earth Naturals, Inc. is an herbal personal care products formulation and marketing company that targets the growing natural health care products market in the United States and abroad. We intend to develop and license and manufacture high-quality, herbal based personal care products providing healthier choices to consumers. We use specialized ingredient mixing processes to produce plant glycerite/mineral herbal blends and oil extractions, which we believe will be unique to the natural health products industry. The ingredients for our products are selected to meet a number of criteria, including, but not limited to, safety, potency, purity, stability, bio-availability, and efficacy. We plan to control the quality of our products beginning at the formulation stage and continuing through controlled sourcing of raw ingredients, manufacturing, packaging, and labeling.

Hi Brands International Inc. On February 6, 2015, the Company formed Hi Brands International Inc., a Corporation redomiciled to Colorado, and a wholly owned subsidiary of the Company (“Hi Brands”). Hi Brands entered into a Purchase, Supply and Joint Venture Agreement (the “Agreement”), with Centuria Natural Foods, Inc. (“Centuria”) to develop a supply of proprietary CBD (Cannabidiol) Rich Hemp Oil products, but the agreement was never implemented and no business was ever transacted. As a result, Hi Brands International, Inc. has been inactive for the last several years. Although the Hi Brands business has been inactive, the Company believes that there is value in the name and that it may afford a sound outlet for the Company’s products as we build work to build out our product portfolio.

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In order to capitalize on the Hi Brands concept, the Company will require capital for a virtual storefront design, online web presence, virtual shopping cart and e-payment capabilities. The concept may also be an attractive base for physical locations, which would then require capital for facilities, physical storefront and interior design, staffing, inventory, and marketing. Until a suitable capital formation plan can be developed and funded, the Hi Brands concept is likely to remain inactive.

Other Opportunities. In addition to licensing, branding, and technology, we have the ability to offer mainstream medical prescription discount cards, for which the Company will receive a small percentage on each product purchased. This concept has not yet been implemented but is being evaluated by our Telemedicine division for feasibility and return on investment.

The Company continues to seek the acquisition of companies, intellectual property and other assets that fit within the company’s strategic plan of assembling a portfolio of cannabis industry related businesses that have a high growth potential and are accretive to shareholder value.

Perceived Cannabis Industry Trends

We believe the cannabis industry will be characterized by the following principal trends: an increased emphasis on high quality products; an increased emphasis on scientific validation for products in the market place; more liberal regulation in regard to cannabis, even under the current administration as states’ rights continue to emerge; more consolidation, take-over, and buy-out of companies in the retail, wholesale, and supply side channels; more mainstream companies entering the marketplace; and more funded research on the potential long-term health benefits of cannabis as well as its potential curative properties.

Vision

Our vision is to become a highly visible, diversified business promoting superior quality branded products and services and offering effective customer service, fair compensation, sound management and a great working environment. Over time, we plan to expand our branding, research and development, intellectual properties, and licensing activities to reach markets covering telemedicine, digital, and consumer education. In order to achieve this vision, we plan to develop brands and branded products which will distinguish our online presence as a source for innovative and effective medicinal cannabis and digital products and cost-effective alternatives for customers seeking quality, affordable natural health products to aid in wellness and appearance.

Through a long-term commitment to this vision, we hope to become known as a company that is committed to its customers, associates, and communities.

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Products

Online Telemedicine. Through PrestoDoctor we provide access to knowledgeable physicians for a safe and confidential way to get a medical marijuana recommendation using secure video conferencing technology. Our online telemedicine generates 100% of our revenues.

Consumer Products. Through December 31, 2024, the products discussed below in this section are conceptual and have produced no significant revenues. We had intended to pursue the strategy described below in 2024, but lack of capital largely shifted our strategic implementation plans to 2025. In 2025, we expect to begin testing the market through licensing agreements related to our patented strain Ecuadorian Sativa, including:

• Lozenges, utilizing our proprietary patented formula, may offer rapid relief. Based upon preliminary results, our lozenges generally take effect within a period of five to 15 minutes. In addition to the lozenges, we have other forms of edibles under consideration.
• Recover Deep Penetrating Healing Balm is a fast-acting organic potential anti-inflammatory pain reliever for sore muscles, joints, arthritic and back pain.
• Trauma Cream was developed with a blended infusion of cannabinoids and THC, including Arnica for its numbing effect.
• Branded Clothing and Merchandise. We also intend to offer “hi” branded men’s and women’s fashion from suppliers, primarily caps, through the Company’s www.cbds.com (http://www.cbds.com) website.

Objectives

Our current strategy is to promote and expand the telemedicine business under our PrestoDoctor brand, expand our digital footprint and assets, and focus on the start-up and growth of new branding, licensing, and product sales opportunities. Additionally, we will pursue strategic corporate and product acquisitions to strengthen our market position.

Marketing & Distribution

Market Conditions in the Cannabis Industry. Our target markets are located in states that have legalized the production and use of cannabis. Twenty-four states plus the District of Columbia have approved measures to legalize cannabis for adult recreational use. Thirty-nine states, the District of Columbia and three US territories have legalized the use of cannabis for medical use in some form. Additionally, nine states have laws permitting the use of “low THC, high cannabidiol (CBD)” products for specific medical conditions. These programs are not considered comprehensive medical cannabis programs. However, it may take multiple years for a state to establish regulations and for cannabis businesses to begin generating revenue from operations in a given state.

Non-Infused Products and Merchandise. We launched our www.wildearthnaturals.com (http://www.wildearthnaturals.com) website in August 2013 but the site has been dormant for several years. In 2025, we intend to use social media to drive traffic to our stronger domains; cbds.com, and cannabissativa.com websites. Wild Earth Naturals is not producing revenue at this time, and once the Company rolls out the brand development and product marketing plan for that consumer products lines fulfillment can be accomplished.

During 2025, we plan to utilize licensing agreements, direct business to consumer sales, internet advertising, and social media marketing to generate sales leads, orders and to entry into leading retailers and wholesalers throughout the U.S. No assurances can be given that we will be successful in such efforts.

Infused Products. For cannabis infused products, we intend to develop our customer base through licensing agreements with third party manufacturers who are compliant with state cannabis laws in the states in which they conduct business.

We plan to build brand awareness by utilizing a mix of social media, trade shows, education efforts, and direct marketing to targeted businesses.

Geographic Presence. We plan to build brand awareness for our products in states where medical and recreational cannabis is legal, throughout the United States.

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Competition

Cannabis Industry. While we do not currently sell products regulated as cannabis (containing THC), we expect to license our brands and products to businesses that will sell cannabis in states where medicinal or recreational cannabis is legal. Therefore, we look to the participants in the medical and recreational cannabis markets for information on competition.

We believe the competition in the cannabis market will include numerous cannabis product companies that are fragmented in terms of geographic market coverage, distribution channels and product categories, with many companies taking a state-by-state approach. We believe that competition is principally based upon price, quality, efficacy of products, branding, marketing, customer service, and trade support. We anticipate that large pharmaceutical companies will eventually begin to more aggressively compete in the cannabis product market. These companies and certain larger entities may have broader product lines and/or larger sales volumes than companies such as ours. Larger entities entering this market may have significantly greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities. We anticipate that many of the larger competitors will be able to compete more effectively due to a greater extent of vertical integration. The entry of larger competitors could have a material adverse effect on our results of operations and financial condition.

Intellectual Property

We hold certain intellectual property (the “IP”) consisting of recipes and process/methods to maximize the cannabinoid concentrations used for manufacture of medical marijuana edibles, and are the holder of a proprietary cannabis lozenge, patented as a method of treating hypertension.

We are also the patent holder for the Ecuadorian Sativa “CTA” strain of cannabis. We are continuing to pursue commercialization of the CTA strain, but no assurances can be given that the patented strain will result in development of any commercial products.

The Company intends to use or license the “hi” brand for personal care products, edibles (infused and non-infused), apparel and branded merchandise.

Effect of Existing or Probable Governmental Regulations on the Business

Currently, our products consist of telemedicine services, and we are developing and implementing a business strategy to sell products derived from cannabis plants or products containing THC. Accordingly, while the following discussion on governmental regulation is not directly applicable to the Company today, we may become subject to these regulations in the near future.

The United States federal government regulates drugs in large part through the Controlled Substances Act, or CSA. Marijuana, which is a form of cannabis, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the federal Drug Enforcement Agency, or DEA, considers marijuana to have a high potential for abuse with no currently accepted medical use in treatment in the United States (except as disclosed below for epilepsy and related syndromes) and a lack of accepted safety for use of the drug under medical supervision. According to the U.S. federal government, cannabis having a concentration of tetrahydrocannabinol, or THC, greater than 0.3% is marijuana. Cannabis with a THC content below 0.3% is classified as hemp. The scheduling of marijuana as a Schedule I controlled substance is inconsistent with what we believe to be widely accepted medical uses for marijuana by physicians, researchers, patients, and others. Moreover, as of November 30, 2025 and despite the clear conflict with U.S. federal law, 38 states and the District of Columbia and five territorie have legalized marijuana for medical use, while 24 of those states and the District of Columbia have legalized the adult-use of cannabis for recreational purposes. As further evidence of the growing conflict between the U.S. federal treatment of cannabis and the societal acceptance of cannabis, the FDA on June 25, 2018 approved Epidiolex. Epidiolex is an oral solution with an active ingredient derived from the cannabis plant for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. This is the first FDA-approved drug that contains a purified substance derived from the cannabis plant. In this case, the substance is cannabidiol, or CBD, a chemical component of marijuana that does not contain the psychoactive properties of THC.

Marijuana is largely regulated at the state level in the United States. State laws regulating marijuana are in conflict with the CSA, which makes marijuana use and possession federally illegal. Although certain states and territories of the United States authorize medical or adult-use marijuana production and distribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of marijuana and any related drug paraphernalia is illegal. Although our activities currently do not involve any products that contain THC and we are compliant with the applicable state and local laws in states where we do business, should we enter into a new area that involves THC products, strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us.

In 2013, as more and more states began to legalize medical and/or adult-use marijuana, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks. Until 2018, the federal government provided guidance to federal agencies and banking institutions through a series of DOJ memoranda. The most notable of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013, which we refer to as the Cole Memorandum.

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The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states and quickly set a standard for marijuana-related businesses to comply with. The Cole Memorandum put forth eight prosecution priorities:

1. Preventing the distribution of marijuana to minors;

2. Preventing revenue from the sale of marijuana from going to criminal enterprises, gangs and cartels;

3. Preventing the diversion of marijuana from states where it is legal under state law in some form to other states;

4. Preventing the state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;

5. Preventing violence and the use of firearms in the cultivation and distribution of marijuana;

6. Preventing drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use;

7. Preventing the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production on public lands; and

8. Preventing marijuana possession or use on federal property.

On January 4, 2018, former United States Attorney General Sessions rescinded the Cole Memorandum by issuing a new memorandum to all United States Attorneys, which we refer to as the Sessions Memo. Rather than establishing national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under state law, the Sessions Memo simply rescinded the Cole Memorandum and instructed that “[i]n deciding which marijuana activities to prosecute... with the [DOJ’s] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions.” Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles. As of March 1, 2025, the Cole Memorandum remains rescinded and is not in effect. Despite its rescission, many federal prosecutors have continued to follow the general principles outlined in the memo, focusing enforcement efforts on areas such as preventing marijuana distribution to minors and addressing drugged driving.

Nonetheless, there is no guarantee that state laws legalizing and regulating the sale and use of marijuana will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law. Currently, in the absence of uniform federal guidance, as had been established by the Cole memorandum, enforcement priorities are determined by respective United States Attorneys.

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We are not aware of other specific governmental regulations that impact our business. We may, however, utilize Chinese vendors for manufacturing a significant portion of the products we intend to sell. To the extent that tariffs are imposed on imported goods manufactured in China, our pricing structure and acceptance in the marketplace may be affected. We may currently stock our products through distributors in foreign countries when appropriate and ship direct from our manufacturer to the foreign distributor when such can be done at a cost savings. We intend to continue to explore ways that we can hold our costs down on the products we sell in order to minimize price sensitivity concerns with our customers.

Environmental Laws

We are not aware of any environmental laws that would limit our ability to conduct our current sales and distribution activities in their present form or as we envision them in the near future. As we expand our operations to participate more directly in the cannabis and hemp industries as a licensor or distributor of cannabis and hemp products, we may become subject to environmental laws relating to water usage, recycling, waste disposal, and similar regulations that will vary depending on the location of our operations. We intend to address the impact of such environmental regulations when we have a specific use case to evaluate.

Number of Total Employees and Number of Full Time Employees

As of March 3, 2025, we have no employees in Cannabis Sativa, Inc. At the end of the year ended December 31, 2024, the Company had independent contractor arrangements with four officers and directors, and three outside service providers. PrestoCorp has four employees, including two officers of PrestoCorp. Our employees are not represented by unions, and we consider our relationship with our employees to be good. The Company also has relationships with several independent contractors who provide services to the Company on a regular and on-going basis.

Facilities

During all of 2024, CBDS operated out of virtual offices maintained by our officers, directors and contractors.

Our subsidiary PrestoDoctor leases an office in New York. PrestoCorp leased office space through WeWork in New York on a month-to-month basis at $2,590 per month which ended in April 2024. On April 12, 2024, PrestoCorp signed a new lease in New York for a one-year term at $1,575 per month expiring in April 30, 2025.

Risks Related to Digital Asset Acquisition

1.Market Volatility and Fair Value Adjustments

Digital assets such as DOG tokens are highly volatile and speculative in nature. The market price of DOG may fluctuate significantly due to regulatory developments, macroeconomic conditions, or technological factors. Under GAAP accounting guidelines, the Company must test these assets for impairment periodically. If the fair value of DOG tokens falls below their recorded value, the Company may be required to recognize substantial non-cash impairment losses, which could negatively impact its financial position and earnings results.

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2. Regulatory and Legal Uncertainty

The regulatory environment for cryptocurrencies remains uncertain and evolving. Government authorities, including the SEC, CFTC, IRS, and state regulators, may impose new regulations, taxation requirements, or operational restrictions that could impact the valuation, liquidity, and legal status of DOG tokens. The Company’s ability to hold, trade, or integrate DOG into its business operations may be subject to increased scrutiny or evolving compliance obligations.

3. Liquidity Constraints and Trading Limitations

Unlike traditional financial instruments, cryptocurrencies are not universally accepted as legal tender and may have limited liquidity in certain markets. The Company’s ability to convert DOG tokens into fiat currency or other digital assets may be constrained by market conditions, exchange trading volumes, or operational restrictions. A lack of liquidity could impact the Company’s ability to monetize the acquired digital assets efficiently.

4. Cybersecurity and Custody Risks

Digital assets are subject to theft, hacking, cyber fraud, and technological vulnerabilities. The Company will endeavor to implement security protocols, including multi-signature wallets, cold storage solutions, and encryption measures, to mitigate these risks. However, no system is completely secure, and any unauthorized access or loss of DOG tokens could result in material financial and reputational damage to the Company.

5. Operational and Accounting Challenges

The integration of digital assets into CBDS’s financial reporting and operations introduces complexities in accounting treatment, internal controls, and tax reporting. The Company is evaluating the impact of this acquisition on its financial disclosures, risk management processes, and liquidity planning to ensure full compliance with GAAP, SEC reporting standards, and IRS taxation guidelines.

The amount of cash on hand the Company has does not provide sufficient liquidity to meet all of the immediate needs of our current operations.

Off Balance Sheet Arrangements

None

We are not a party to any material legal proceedings, and, to the best of our knowledge, no such legal proceedings have been threatened against us.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand the Company, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto. As discussed in more detail under “Forward-Looking Statements” immediately following this document’s Table of Contents, the following discussion contains forward-looking statements that are based on our management’s current expectations, estimates, and projections, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events.

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Results of Operations

Fiscal year ended December 31, 2023 compared with fiscal year ended December 31, 2022

The narrative comparison of the results of operations for the years ended December 31, 2024 and 2023 are based on the following table.

Revenue for the fiscal year ended December 31, 2024 decreased 32% compared to the year ended December 31, 2023. Cost of revenues as a percentage of sales increased 5% between the years. The reason for the decrease is there is increased competition in the cannabis tele-medicine industry.

Total operating expenses decreased 28% in 2024 compared with 2023 which trended down as did revenue in the current year. Decreases in depreciation and amortization, wages and salaries, advertising, and general and administrative expenses occurred with continuing efforts at cost reduction. Depreciation and amortization decreased due to patents becoming fully amortized. Advertising costs were reduced by taking a more focused approach to our target markets. PrestoDoctor salaries decreased with an effort to consolidate and reduce employees and officers reducing their salaries. Professional fees increased due to an increase in legal and accounting.

Liquidity and Capital Resources

Cash used in operating activities was $107,670 in 2024 compared to $63,111 in 2023. In 2024, financing activities provided $60,092, consisting of proceeds from related party notes payable in the net amount of $22,092, and proceeds from convertible notes payable in the amount of $38,000. We ended 2024 with $34,934 in cash on hand.

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net income (loss) of $188,044,760 and $(1,322,917) respectively, for the years ended December 31, 2024, and 2023 and had an accumulated earnings of $106,008,427 as of December 31, 2024. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders.

The amount of cash on hand the Company has does not provide sufficient liquidity to meet all of the immediate needs of our current operations.

On November 18, 2024, the Company signed an agreement to acquire 600,000,000 Dogecoin Cash (DOG) tokens in exchange for 4,500,000 shares of the Company’s preferred stock. This strategic acquisition supports the Company’s long-term vision of integrating blockchain and cryptocurrency capabilities into its business model and aligns with its focus on digital asset-based solutions. The transaction is expected to enhance the Company’s market position within the digital asset space and complement its existing business operations. The Company will periodically assess the carrying value of these assets for impairment, with any reductions in fair value below cost recognized as an impairment charge in the financial statements. As the cryptocurrency market is highly volatile, the valuation of these assets may experience significant fluctuations over time. The Company is evaluating operational use cases for the acquired DOG tokens, including potential payments integration, investment diversification, or strategic partnerships within the blockchain sector. The Company is also assessing tax implications, liquidity strategies, and regulatory compliance considerations associated with holding and utilizing these digital assets.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, acting as Chief Financial Officer, or CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of disclosure controls and procedures is also 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.

Based on that evaluation, our CEO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO), were not effective as of December 31, 2024, and that material information required to be disclosed in this report has not been properly recorded, processed, summarized and reported in a timely manner. In making this determination, we reviewed the material weaknesses in internal control over financial reporting and concluded that the direct involvement of the CEO in all aspects of financial reporting addressed this concern.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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Under the supervision of and with the participation of our CEO and with the oversight of the Board of Directors, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 Framework”).

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

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

We identified material weaknesses in our internal controls over period end cut-off for recording payables, and communications between accounting personnel and management concerning related party and inter-company transactions.

Based on our evaluation under the framework described above, our management concluded that, due to the material weakness, our internal control over financial reporting was not effective as of December 31, 2023, in accordance with Item 308(a)(3) of Regulation S-K.

Changes in Internal Controls

There was no change in our internal control over financial reporting during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.