What changed in this filing

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Item 4. Controls and Procedures

2024-11-19 compared with 2024-08-19 · 32 added, 26 removed, 7 unchanged (89% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended June

30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive

officer and principal financial and accounting officer have concluded that as of June 30, 2024, and have concluded that the disclosure

controls and procedures are effective to ensure that material information relating to us is recorded, processed, summarized, and reported

in a timely manner.

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.

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

the quarter ended June 30, 2024, there has been no change in our internal control over financial reporting that has materially affected,

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

Evaluation of Disclosure Controls and Procedures

Our management has evaluated the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)), as of September 30, 2024.

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

Officer have concluded that as of September 30, 2024, our disclosure controls and procedures were ineffective to provide reasonable assurance

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed,

summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and

(b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding any required disclosure.

Management has identified control deficiencies

regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.

Our management believes that these material weaknesses are due to the small size of our accounting staff.

The small size of our accounting

outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.

To mitigate the current limited resources and

limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting

professionals.

As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties

within the internal control framework.

These control deficiencies could result in a misstatement

of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be

prevented or detected on a timely basis.

In light of this material weakness, we performed additional analyses and procedures in order

to conclude that our financial statements for the quarter ended September 30, 2024, included in this Quarterly Report on Form 10-Q were

fairly stated in accordance with GAAP.

Accordingly, management believes that despite our material weaknesses, our financial statements

for the quarter ended September 30, 2024, are fairly stated, in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial

There were no changes in our internal control

over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

II - OTHER INFORMATION

5 unchanged sentences

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