What changed in this filing

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Item 4. Controls and Procedures

2025-05-15 compared with 2024-11-19 · 45 added, 18 removed, 21 unchanged (75% of the section changed)

3 unchanged sentences

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.

(the “Exchange Act”)), as of December 31, 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

Officer have concluded that as of December 31, 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,

4 unchanged sentences

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.

Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff.

small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such

To mitigate the current limited resources and

3 unchanged sentences

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.

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 period ended March 31, 2025 and year ended December 31, 2024 included in this Annual Report on Form 10-K

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.

for the quarter ended March 31, 2025 are fairly stated, in all material respects, in accordance with GAAP.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Securities Exchange Act of 1934 Rule 13a-15(f).

control over financial reporting is 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.

Our internal control

over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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

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

and directors;

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.

Because of the inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, 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.

Our management assessed the effectiveness of our internal control over

financial reporting as of March 31, 2025 and December 31, 2024.

In making this assessment, our management used the criteria set forth

by the Committee of Sponsoring Organizations of the 2013 Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based upon this assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2025 and December 31,

2024 our internal controls over financial reporting were ineffective.

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

There were no changes in our internal controls

over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Legal Proceedings

a smaller reporting company, we are not required to make disclosures under this Item.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

As a smaller reporting company, we are not required

to make disclosures under this Item.

Unregistered Sales of Equity Securities, Use of Proceeds,

and Issuer Purchases of Equity Securities

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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