What changed in this filing

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Item 4. Controls and Procedures

2026-08-10 compared with 2024-08-12 · 23 added, 14 removed, 3 unchanged (93% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024.

Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the 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 as a result of the following material weaknesses:

(1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(3) inadequate segregation of duties consistent with control objectives;

and (4) management is dominated by one individual without adequate compensating controls.

A “material weakness” is a deficiency, or 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 would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future.

Until such time as we have a chief financial officer with the requisite expertise in U.S.

GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional improvements as necessary.

We maintain disclosure controls

and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and

other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the

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

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal

executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on an evaluation under

the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal

financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act were effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed by

the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the

time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its

principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal

Controls over Financial Reporting

There has been no change

in the Company’s internal control over financial reporting during the three months ended June 30, 2026 that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management will continue

to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and is committed to taking

further action and implementing additional improvements as necessary.

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/A

Item 4. Controls and Procedures