Dominari Reported Material Weakness in Internal Controls

Dominari's most recent 10-Q noted:

Item 4. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures 

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

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 defined in Rules 13a-15(e) and 15d-15(e)under the Exchange Act. Based upon that evaluation, as of March 31, 2026, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective due to the material weakness in our internal controls. 

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 Company’s annual or interim financial statements will not be prevented or detected on a timely basis. 

Material Weaknesses in Internal Controls 

During the period ended March 31, 2026, due to staffing and resource constraints, the Company required significant additional effort to close the books and records, and record appropriate account adjustments. As such, information technology, business processes and financial reporting controls were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records are closed accurately and on a timely basis, (b) lack of sufficient review over the accounting for certain transactions recorded at fair value, (c) the lack of appropriate segregation of duties, (d) certain general information technology control deficiencies regarding user access provisioning and administrative access review, and (e) insufficient documentation to support and evidence the design and implementation of controls. 

Remedial Actions 

As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. Management understands that the accounting standards applicable to our financial statements are complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with respect to accounting issues and remediate this material weakness. The Company has engaged an outside consulting firm to assist in the closing process to ensure that steps are taken to remediate the control environment and to specifically improve the timeliness and accuracy of its financial reporting process. Additionally, the Company is planning to implement certain information technology related changes over the year ending December 31, 2026. 

Changes in Internal Control over Financial Reporting 

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

Limitations on Effectiveness of Controls 

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

To sum up:  internal financial controls are weak, the company sought outside help for monthly and annual close and IT changes are coming.  

Trump Media & Technology Group stated things less harshly in their recent 10-k filing:

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

I would expect any Trump related company to have numerous errors and embedded fraud given the way Trump II runs the White House.  Competence and ethics are not our current President's strengths.  Setting up perpetual revenue streams for the Trumps seems to be the priority.

Trump II Takes TechGods/PEU Sight Xi-ing

As for the Trump II trip to China entourage, it's hard to report correctly when the White House does not share information.  

Trump II surrounded himself with TechGods, private equity underwriters (PEU) and CEOs of storied American corporations (some of whom already operate in China).  Trump is selling what has already been sold by predecessor Richard Nixon.

It is always precarious for a world leader to be around Trump II, even in their home country.  Trump, the usurper, will apportion something from those he interacts with along the way.  There's the flight over, the visit itself and the trip home.

An invite to go to China with Trump II is the proverbial short straw, a losing proposition.  The question is how much Trump extracts from his invitees, from his host?   Who has a new venture for my boys?  Anyone?

Trump has his family's wealth at the forefront of his mind, not the plight of the average American.  His boys keep winning new firms that land government contracts.  I'm sure Chinese President Xi is watching.  We may or may not find out what he is buying.  Our government does not share anymore, information or otherwise.

KKR Private Credit Echoes CCC 8-2007

KKR chiefs ponied up $300 million for one of their poorly performing private credit funds.  It brought back memories from Fall 2007.

A Guernsey-based mortgage investment offshoot of the private equity firm Carlyle has been forced to seek a $200m (£100m) lifeline from its US parent as it struggles to meet commitments to its lenders.

Carlyle Capital Corporation went on to implode in March 2008.  Financial crisis occur when the big money boys no longer trust one another to make good on their debts (bets).

Milken Global Conference had a private credit cheerleading session.  Host Michael Milken interviewed BlackRock's Larry Fink and Brookfield's Bruce Flatt.  They minimized the risk of investment default at the start of the interview. 

Milken cited Silicon Valley Bank's mismatch of long term holdings and short term financing of those assets as the primary cause of its failure.  He omitted the bank run, juiced by TechGod depositors such as Peter Thiel.  

Both Fink and Flatt shared the percent of their assets that are redeemable on a quarterly basis, less than 1% to a fraction of that.  This showed "the strength of these organizations."

 A private credit run cannot occur due to the small relative size of their whole portfolio.  Really?  I hope a former Carlyle Credit Corporation investor was in the audience to share otherwise.  

Milken also failed to note that smart money started the private credit runs at various funds, family offices and sovereign wealth funds.  If they want out, I as a small retiree should do likewise.

The three men noted that ten trillion dollars will be spent to rewire the world.  An enormous amount of capital will be used and these guys want you to believe it will all work out just fine for those on the upper part of the K.  The lower part of the K they did not address.  It is not their care or concern.

Milken is one of the annual gatherings of the powerful and connected, alongside the World Economic Forum and the annual Bilderberg Group gathering.  The world is being remade by power hungry, greedy private equity underwriters (PEU) and TechGods.  Elected officials are their enablers.

Politicians Red & Blue love PEU and their new TechGod/CryptoBro brethren.  Increasingly, more are one.  For that, the common person suffers.

AI Deployment: PEU Sponsored

The AI deployment wars heated up in the last week with two announcements.  The first came from Anthropic on May 4th.  OpenAI fired back yesterday.  Who's your PEU (private equity underwriter)?  

Anthropic launched an initial attack with eight PEUs.  OpenAI responded with twelve.  

PEU affiliates should be nervous as these deployment efforts work their way through the ownership chain.  They likely felt something similar when initially acquired by any of the above listed PEUs.

WCAS and TPG cut 40% of our office headcount when they took over my healthcare employer years ago.  Their operating model did not care about customer feedback or national quality standards.  It did prioritize owner returns and executive enrichment.

TechGods can sell crap as if it were gold while PEUs have a long record of scheming/manipulation.  This should be quite the combination.  Who can the public turn to for help?  Sorry...

Politicians Red & Blue love PEU and their new TechGod/CryptoBro brethren.  Increasingly, more are one and for that the common person suffers.

Tomoro, Tomoro, Tomoro is Only an OpenAI Deployment Away

Tomoro AI had the following on their website after they were incorporated into the TechGod/PEU AI deployment tie up:

Two and a half years ago, Tomoro was created to build a more human-aligned future of work: where AI is not just available to people, but shaped around how they think and create, ultimately redefining how work gets done. 

 That belief has not changed. But we’ve got a lot more ambitious. 

 Our shared goal will be to help organisations move from access to OpenAI products to real deployments, production-ready AI and reimagined work. This is the work Tomoro was built for. We provide inspiration, guidance and the specialist engineering and deployment skills to create a future where work is more valuable, more productive, more joyful for everyone.

This may not be as great a stretch as the former bitcoin miner/stranded renewable energy play (Lancium) that became the giant AI data center complex marketed as Stargate in Abilene, Texas.  

Tomoro is in Edinburg, Scotland where it appears they look after their employees better than the U.S.  

Executives had the courtesy to thank employees.

Lastly, thank you.  Everyone connected with Tomoro created this future, and we’re immensely grateful to every team member, client and partner who trusted us on this journey. We can’t wait for what’s next.

I expected to find a information about Tomoro's current ownership as the United Kingdom collects such data.  The information on Tomoro AI was not current.

However, a Tomoro Consulting is in the UK.GOV database.

The address for Tomoro MIB LLC is a corporate registration address and used by numerous other entities.  

The top two people for Tomoro AI LTD (withdrawn in 2024) remain the same according to LinkedIn.

They both have PEU titles, Managing Director.  It seems they monetized once and are ready to do so again.  How many Tomoro employees have equity stakes in the company and benefit from the move to OpenAI Deployment?  

Tomoro's cofounders likely know what they are getting into with 40% PEU ownership.  I worked for a healthcare PEU affiliate with 60% private equity ownership and its was a very distasteful experience.  Glassdoor ratings plummeted as employees were eliminated or taken advantage of.  

But I believe that's AI's aim, to eliminate and micromanage workers.  A few people will profit handsomely from all this and they will have the political power to keep nearly all of their ill begotten gains.  

That's because politicians Red & Blue love PEU and their new TechGod/CryptoBro brethren.  Increasingly, more are one and that bodes poorly for the average citizen.  

TechGods & PEUs Tie Up

Private equity underwriters (PEU) have joined with TechGods to form a massive venture that helps corporations (PEU affiliates) roll out artificial intelligence (AI).  

TFN reported: 

OpenAI has guaranteed its private equity backers a 17.5% annual return over five years, as per Yahoo Finance. That guarantee gives PE firms a floor on their returns while giving OpenAI a captive distribution network: the portfolio companies of its backers, spanning healthcare, manufacturing, financial services, retail, and logistics.

This harkens back to the days when subcontractors took a cut of "cost savings."  That engineered layers of redefinitions for profit maximizing purposes.

The PEU boys know how to keep the most basic investor information confidential and are skilled at inventing their own accounting terms.  Does anyone remember PEU foisted "economic net income"? 

TechGods,  also known as widespread intellectual property thieves, are free to come up with whatever number they wish in their artificial world that attempts to reflect actual reality.  

Investors should not that this firm is valued at $10 billion right off.  Another mark of the TechGod/PEU tie up.  TechGods create and destroy and PEUs have a magic mark pen, similar to a Harry Potter wand.

"Ten Billionooosssooo!"  Whhhhooooossh.  It is done.

Politicians will need to celebrate the tie up of their greatest sponsors.  It's not clear who's court they need to visit to express their gratitude.  Maybe they can do so at the next World Economic Forum, Milken Global Conference or Bilderberg Group meeting.  

For decades politicians Red & Blue have loved PEU and more recently added their TechGod/CryptoBro brethren.  Increasingly, more are one.  It's all part of the adoption race.

Update:  Can OpenAI help with this:

"exhibits a consistent pattern of lying, undermining his execs and pitting his execs against one another."

That's a description of CEO Sam Altman's management style.  Dang, he is Red Team Presidential material. 

Admiral McRaven: Another Military PEU

ABC's This Week interviewed Admiral William McRaven this morning, fresh off his appointment to TPG's board of directors.    

TPG's legends welcomed the Admiral:

“On behalf of the Board and leadership team, we are pleased to welcome a leader of Bill’s caliber to the TPG Board,” said Jim Coulter, Founding Partner and Executive Chairman of TPG. “Bill brings distinct experience, a deep understanding of global and business affairs, and a differentiated skillset that will be valuable as we further our growth ambitions and advance toward a majority‑independent governance structure.” 

“Bill is a proven leader whose career has been shaped by decades of experience leading through complexity and advising in consequential moments,” said Jon Winkelried, Chief Executive Officer of TPG. “His trusted judgment, global perspective, and strategic insight will be an asset as TPG continues to scale. We look forward to working alongside him as we execute on the firm’s strategic priorities and accelerate momentum across TPG.”

Their announcement highlighted his other roles:

McRaven brings more than four decades of experience across the public and private sectors and is a widely recognized leader in foreign policy and geopolitical affairs. He currently serves as a Senior Advisor at Lazard, Inc. ...

But there's more:

McRaven currently serves on the board of directors of ConocoPhillips and the advisory board of Haveli Investments. He also serves on several private and non-profit boards, including the Council on Foreign Relations, the National Football Foundation, the International Crisis Group, and The Mission Continues. He was formerly the Chancellor of the University of Texas System and previously served on the advisory board of Palantir Technologies Inc.

As for Haveli, like TPG, it is a private equity underwriter (PEU):

Haveli is an Austin-based private equity firm that invests in high quality technology companies.

It was founded in 2021 but the firm did not make it clear when it appointed General McRaven to its advisory board.  

TPG noted that McRaven's board service would begin May 1st.  

Admiral McRaven was the recipient of a $50 million grant from TechGod Jeff Bezos in 2024.  One investigative journalist became concerned when he looked into this award.

This Week followed the practice most American media employs of not disclosing Admiral/General PEU ties.  There was nary a word about McRaven's slots at Lazard, Haveli or TPG.  He likely could not talk about his experience at Palantir due to a non-disclosure agreement.  TechGod of Spying Alex Karp cut his teeth protecting the globe's rich and powerful.  

Politicians Red & Blue love PEU and their new TechGod/CryptoBro brethren.  Increasingly, more are one.  And for that the little people suffer.

Update 5-11-26:  TPG is part of the PEU tie up with OpenAI, valued at $10 billion at formation.  OpenAI is guaranteeing the PEU investors a 17.5% return.    That sounds like PEU level puffery.