What changed in this filing

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Item 4. Controls and Procedures

2025-11-14 compared with 2025-08-14 · 38 added, 38 removed, 6 unchanged (93% of the section changed)

Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report,

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

Disclosure controls

and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management,

including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our management, including our Certifying Officers, we carried out an evaluation 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.

on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of June 30, 2025

as a result of the material weakness described below.

As of June 30, 2025, we have a material weakness in

our internal controls over financial reporting due to a lack of properly designed, implemented, and effectively operating controls.

with oversight from the Board of Directors and the audit committee of the Board of Directors, will implement a remediation plan for this

material weakness, including, among other things, designing and maintaining a formal control environment, accounting policies, procedures

and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures.

We will also enhance our processes

to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting

standards that apply to our financial statements including making greater use of third-party professionals with whom we consult regarding

complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance

that these initiatives will ultimately have the intended effects.

We believe our efforts will enhance our controls relating to accounting

for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification

in the future as industry accounting practice may evolve over time.

We do not expect that our disclosure controls and

procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered

relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls

and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on 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.

Changes in Internal Control over Financial Reporting

Not applicable.

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the

SEC’s rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including our Certifying Officers, as appropriate, to allow timely decisions regarding

required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried

out an evaluation 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 on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures

were not effective as of September 30, 2025 as a result of the material weakness described below.

of September 30, 2025, we have a material weakness in our internal controls over financial reporting due to a lack of properly designed,

implemented, and effectively operating controls.

Management, with oversight from the Board of Directors and the audit committee of the

Board of Directors, will implement a remediation plan for this material weakness, including, among other things, designing and maintaining

a formal control environment, accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting,

reporting and disclosures.

We will also enhance our processes to identify and appropriately apply applicable accounting requirements

to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making

greater use of third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation

plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance

that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on 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.

in Internal Control over Financial Reporting

II – OTHER INFORMATION

3 unchanged sentences

Risk Factors.

As smaller reporting company, we are not required to make disclosures under

smaller reporting company, we are not required to make disclosures under this Item.

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