Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-04-15 | none stated | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · None. Item 9A · ICFR · Because of the material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025, based on the criteria in Internal Control-Integrated Framework issued by COSO -2013. Item 9A · disclosure controls · As of the date of this assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025. Item 9A · material weakness · The material weaknesses identified during management’s assessment were the following: · Inadequate corporate governance · Inadequate internal control structure and control environment · Lack of information technology controls · Lack of segregation of duties These material weaknesses could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that would not be prevented or detected. | ||||||
| 2024-12-31 | 2025-03-28 | none stated | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · None. Item 9A · ICFR · Because of the material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on the criteria in Internal Control-Integrated Framework issued by COSO -2013. Item 9A · disclosure controls · As of the date of this assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024. Item 9A · material weakness · The material weaknesses identified during management’s assessment were the following: · Inadequate corporate governance · Inadequate internal control structure and control environment · Lack of information technology controls · Lack of segregation of duties These material weaknesses could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that would not be prevented or detected. | ||||||
| 2023-12-31 | 2024-04-01 | none stated | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · None. Item 9A · ICFR · Because of the material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023, based on the criteria in Internal Control-Integrated Framework issued by COSO -2013. Item 9A · disclosure controls · As of the date of this assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023. Item 9A · material weakness · The material weaknesses identified during management’s assessment were the following: • Inadequate corporate governance • Inadequate internal control structure and control environment • Lack of information technology controls • Lack of segregation of duties These material weaknesses could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that would not be prevented or detected. | ||||||
| 2022-12-31 | 2023-03-28 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · Philip Forman, who served as Chairman, a director, Chief Executive Officer and Chief Medical Advisor of the Company at various times between 2011 and October 2015, filed a lawsuit against the Company and our then-Chief Executive Officer, Douglas Beplate, in the United States District Court of the District of Nevada. The plaintiff has claimed, among other things: that the June 25, 2015 Amendment to his November 10, 2014 Employment Agreement with the Company, which terminated the Employment Agreement on October 1, 2015, is not enforceable due to lack of consideration; that a July 22, 2015 Stock Purchase Agreement pursuant to which the plaintiff sold Company shares issued to him under the Amendment to a third a party is unenforceable (despite the fact that all payment for the shares under the Stock Purchase Agreement was made); that the plaintiff’s 2014 Employment Agreement remains valid and that he is entitled to cash and stock compensation under that Employment Agreement (without giving regard to the Amendment); and that the Company and Mr. Beplate defrauded the plaintiff relating to the foregoing. The plaintiff is seeking declaratory judgment regarding the parties’ relative rights… Item 9A · ICFR · Because of the material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022, based on the criteria in Internal Control-Integrated Framework issued by COSO -2013. Item 9A · disclosure controls · As of the date of this assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2022. Item 9A · material weakness · The material weaknesses identified during management’s assessment were the following: • Inadequate corporate governance • Inadequate internal control structure and control environment • Lack of information technology controls • Lack of segregation of duties These material weaknesses could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that would not be prevented or detected. | ||||||
| 2021-12-31 | 2022-04-01 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · The following material legal proceedings are pending against us: Philip Forman, who served in positions as Chairman, a director and Chief Medical Officer at various time between 2011 and October 2015, filed a lawsuit against the Company and our former Chief Executive Officer, Douglas Beplate, in the United States District Court of the District of Nevada. The claimant has claimed, among other things, that: the June 25, 2015 Amendment to his November 10, 2014 Employment Agreement with the Company, which amended the Employment Agreement on October 1, 2015, is not enforceable due to lack of consideration; that a July 22, 2015 Stock Purchase Agreement pursuant to which the claimant sold Company shares issued to him under the Amendment to a third party is unenforceable (despite the fact that payment for the shares under the Stock Purchase Agreement was made); that the term of the plaintiff’s 2014 Employment Agreement remain in effect and that he is entitled to cash and stock compensation under that Employment Agreement (without giving regard to the Amendment); that if the Amendment is enforceable, he is entitled to the shares issued under the Amendment (without mention that those shares… Item 9A · ICFR · Because of the material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2021, based on the criteria in Internal Control-Integrated Framework issued by COSO -2013. Item 9A · disclosure controls · As of the date of this assessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2021. Item 9A · material weakness · The material weaknesses identified during management’s assessment were the following: • Inadequate corporate governance • Inadequate internal control structure and control environment • Lack of information technology controls • Lack of segregation of duties These material weaknesses could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that would not be prevented or detected. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.