What changed in this filing

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Item 4. Controls and Procedures

2025-05-14 compared with 2024-11-14 · 44 added, 21 removed, 1 unchanged (98% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

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

our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September

30, 2024 (the “Evaluation Date”).

Based on such evaluation, those officers have concluded that, as of the Evaluation Date,

our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information

required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management,

including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure,

due to the material weaknesses in internal control over financial reporting related to lack of sufficient internal accounting personnel,

segregation of duties, and lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole

with respect to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions

and adequate financial reporting.

has identified corrective actions to remediate such material weaknesses, which includes hiring additional employees and engaging in external

financial reporting consultants.

Management intends to implement procedures to remediate such material weaknesses during the fiscal year

however, the implementation of these initiatives may not fully address any material weaknesses that we may have in our internal

control over financial reporting.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

II - OTHER INFORMATION

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial

officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) as of March 31, 2025 (the “Evaluation Date”).

Based on such evaluation, those officers have concluded

that, as of the Evaluation Date, our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting,

on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated

and communicated to management, including our principal executive and financial officers, in a manner sufficient to allow timely decisions

regarding required disclosure.

The Company has identified material weaknesses in

its internal control over financial reporting.

As defined in Regulation 12b-2 under the Exchange Act, 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 our annual or interim financial statements will not be prevented, or detected on a timely basis.

identified material weaknesses in its internal controls in the following areas:

general IT controls;

lack of sufficient accounting personnel

and inadequate segregation of duties consistent with control objectives.

None of these deficiencies resulted in a material misstatement

to the Company’s annual or interim Consolidated Financial Statements for the periods ended March 31, 2025 and December 31, 2024.

Management has identified corrective actions to remediate

such material weaknesses, which includes the implementation of proper IT system access controls and the proper backup of the Company’s

IT architecture.

In addition, the Company has outsourced certain accounting functions to ensure proper segregation of duties over financial

reporting and hired additional accounting personnel.

Management intends to continue the implementation of procedures to remediate such

material weaknesses during the fiscal year 2025;

however, the implementation of these initiatives may not fully address any material weaknesses

that we may have in our internal control over financial reporting.

The Company will continue to review and improve its

internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies.

material weaknesses and control deficiencies will not be remediated until the Company’s remediation plan has been fully implemented,

and it has concluded that its internal controls are operating effectively for a sufficient period of time.

Changes in Internal Control over Financial Reporting

Except for the material weaknesses and the remediation

efforts described above, no other change in our internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) occurred during the quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially

affect, the Company’s internal control over financial reporting.

- OTHER INFORMATION

Legal Proceedings.

From time to time in the ordinary course of business,

the Company may be subject to various claims, charges, and litigation.

As of March 31, 2025, the Company did not have any pending claims,

charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.

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