What changed in this filing

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Item 4. Controls and Procedures

2024-08-14 compared with 2024-05-15 · 39 added, 44 removed, 3 unchanged (97% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures - Our

management, with the participation of our Chief 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 Securities Exchange Act of 1934,

as amended (the “Exchange Act”) as of the end of the period covered by this report.

These controls are designed to ensure that information

required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information

is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required

Based on this evaluation, our CEO and CFO have concluded

that our disclosure controls and procedures were ineffective as of March 31, 2024.

Our management

identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies

with small staff:

Controls and Procedures - Our management, with the participation of our Chief 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities

Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the

Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and

CFO, as appropriate, to allow timely decisions regarding required disclosure.

on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective as of June 30, 2024.

Our management identified the following material weaknesses in our internal control over financial

reporting, which are indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective risk assessment;

and (ii) insufficient written policies and procedures

for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We believe that our financial statements presented

in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash

flows for all periods presented herein.

Inherent Limitations - Our

management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures

will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

The design of any system of controls is based in part upon 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.

Further, the design of a control system must reflect the fact that there are resource constraints, and

the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because

of simple error or mistake.

In particular, many of our current processes rely upon manual reviews and processes to ensure that neither

human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over

Financial Reporting - There were no changes in our internal control over financial reporting during the three-month period

ended March 31, 2024, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15

and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

PART II – OTHER INFORMATION

and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of both US GAAP and SEC guidelines.

believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial

position, results of operations, and cash flows for all periods presented herein.

Limitations - Our management, including our Chief Executive Officer and Chief Financial Officer, do not

expect that our disclosure controls and procedures will prevent all error and all fraud.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

The design of any

system of controls is based in part upon 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.

Further, the design of a control system

must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdown can occur because of simple error or mistake.

In particular, many of our current

processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting

of financial data.

in Internal Control over Financial Reporting - There were no changes in our internal control over financial reporting during

the six-month period ended June 30, 2024, which were identified in conjunction with management’s evaluation required by paragraph

(d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

II – OTHER INFORMATION

Legal Proceedings

We are not a party to any material pending legal proceeding.

aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities

are adverse to us or have a material interest adverse to us.

See Risk Factors contained in our Form 10-K filed with the SEC on April

are not a party to any material pending legal proceeding.

We are not aware of any pending legal proceeding to which any of our officers,

directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to

Risk Factors contained in our Form 10-K filed with the SEC on April 1, 2024.

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