What changed in this filing

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Item 4. Controls and Procedures

2024-02-14 compared with 2023-11-20 · 41 added, 40 removed, 22 unchanged (79% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our 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

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

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure

Controls and Procedures

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

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 our reports filed or submitted under the Exchange Act is accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

As required by Rules 13a-15

and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of September 30, 2023.

of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based upon their evaluation, our Chief

1 unchanged sentence

15d-15 (e) under the Exchange Act) were not effective.

Management’s Controls Over Financial

Our disclosure controls and

procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods

specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated

to our management to allow timely decisions regarding required disclosure.

Our management, with the participation

and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness 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 quarterly

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure

controls and procedures were not, in design and operation, effective as of September 30, 2023 at a reasonable assurance level due to the

material weaknesses and significant deficiency in internal control over financial reporting described below:

Controls Over Financial Reporting

disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or

submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and

reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information

is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the

effectiveness 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 quarterly report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer

have concluded that as of such date, our disclosure controls and procedures were not, in design and operation, effective as of December

31, 2023 at a reasonable assurance level due to the material weaknesses and significant deficiency in internal control over financial

reporting described below:

Material Weakness

8 unchanged sentences

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Following the identification

of the material weaknesses, we plan to take remedial measures including:

● hiring qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience

and qualifications to strengthen the financial reporting function and to set up a financial

and system control framework;

the identification of the material weaknesses, we plan to take remedial measures including:

qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting

function and to set up a financial and system control framework;

● implementing

regular and continuous U.S.

GAAP accounting and financial reporting training programs for

our accounting and financial reporting personnel;

GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel;

● establishing

internal audit function by engaging an external consulting firm to assist us with assessment

of Sarbanes-Oxley Act of 2002 compliance requirements and improvement of overall internal

internal audit function by engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley Act of 2002 compliance

requirements and improvement of overall internal control;

● strengthening

corporate governance.

We believe, however, that a controls system, no

matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been

Changes in Internal Control over Financial

During the quarter ended

September 30, 2023 we completed the Merger and the internal controls of Estrella Biopharma, Inc.

became our internal controls.

PART II - OTHER INFORMATION

believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives

of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud or error, if any, within a company have been detected.

in Internal Control over Financial Reporting

The Company is in the process of implementing certain changes in its

internal control over financial reporting to remediate the material weaknesses described above.

The implementation of the material aspects

of this plan began in the second quarter of fiscal year 2024, and the Company is planning to remediate the material weaknesses described

above by the end of fiscal year 2024.

As a result, there has been no change in the Company’s internal control over financial reporting

during the second quarter of fiscal year 2024, that has materially affected, or is reasonably likely to materially affect, its internal

control over financial reporting.

II - OTHER INFORMATION

LEGAL PROCEEDINGS

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