What changed in this filing

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Item 4. Controls and Procedures

2025-05-15 compared with 2024-11-14 · 56 added, 56 removed, 1 unchanged (99% of the section changed)

Controls and Procedures .

Disclosure and control procedures

management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness

of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act ) as of the end of the period covered by this report on Form 10-Q, and have concluded that, based on such evaluation,

our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting

as of September 30, 2024 as described below.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our financial statements and other information contained in our quarterly report on Form 10-Q present fairly, in all material

respects, our business, financial condition and results of operations for the periods presented.

Management’s Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a

-15(f) under the Exchange Act .

Our internal control was designed to provide reasonable assurance to our management and board of

directors regarding the preparation and fair presentation of published financial statements.

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 generally accepted accounting principles.

The Company’s

internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company; 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

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 a company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) in Internal Control-Integrated Framework (issued in 2013).

upon the assessments, management has concluded that as of September 30, 2024, there was a material weakness in our internal control over

financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting

and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a

timely fashion.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

To remediate our material weaknesses,

we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial

reporting matters;

however, such remediation efforts are largely dependent upon our securing additional financing or generating significant

revenue to cover the costs of implementing the changes required.

effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including

the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate

misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any

system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must

reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate

for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial

II - OTHER INFORMATION

are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect

on us or our business.

required of a smaller reporting company.

Evaluation of Disclosure

Controls and Procedures

As of the end of the period

covered by this Quarterly Report on Form 10-Q, 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 the Exchange Act Rules 13a-15(e)) (the “Exchange Act”).

Based on the foregoing evaluation,

our principal executive officer and principal financial officer concluded that, as of March 31, 2025, our disclosure controls and procedures

were effective.

Disclosure controls and procedures

are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange

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

Disclosure controls

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

reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive

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

Management’s Report

on Internal Control Over Financial Reporting

Our management, including

our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control

over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

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.

Our internal control over financial reporting includes those policies and procedures

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition

of our assets that could have a material effect on the financial statements.

Under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation

of the effectiveness of our internal control over financial reporting as of March 31, 2025, based on the Internal Control-Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework).

Based on this evaluation,

our principal executive officer and principal financial officer have concluded that our internal controls over financial reporting as

of March 31, 2025, were effective.

Changes in Internal Control

Over Financial Reporting

There were no changes in

internal controls over financial reporting during the three months ended March 31, 2025.

Inherent Limitations of

the Effectiveness of Controls

Management does not expect

that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.

A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,

assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to

error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS

We are not currently

a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

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