What changed in this filing

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Item 4. Controls and Procedures

2025-05-13 compared with 2024-11-14 · 63 added, 47 removed, 4 unchanged (96% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act).

There is inadequate knowledge of technical accounting and SEC reporting process in the Company.

The Company is filing financial statements with the Securities Exchange Commission (SEC) under accounting principles generally accepted

in the United States of America (“US GAAP”).

The Company needs enough accounting personnel to perform all accounting functions

and that have appropriate experience in financial reporting under US GAAP.

Based on this evaluation, our Chief Executive Officer and

Chief Financial Officer, as of December 31, 2023, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in reports that we

file or submit under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in SEC rules

and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures”

(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual

Report on Form 10-K (the “Evaluation Date”), concluded that as of the Evaluation Date, our disclosure controls and procedures

were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission

rules and forms.

on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as

of March 31, 2025, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures

were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such

information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as

appropriate, to allow timely decisions regarding required disclosure.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in the Securities Exchange Act of 1934 Rule 13a-15(f).

Our management conducted an evaluation of the effectiveness of our internal

control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring

Organizations of the Treadway Commission (the “COSO Framework”).

Our internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements

for external purposes in accordance with U.S.

of March 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective

internal control over financial reporting established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Based on that evaluation

under this framework, our management concluded that as of March 31, 2025, our internal control over financial reporting was not effective

because of the following material weaknesses:

material weaknesses identified include (i) the Company had inadequate segregation of duties consistent with control objectives and (ii)

the Company had an insufficient number of personnel with an appropriate level of U.S.

GAAP knowledge and experience and ongoing training

in the application of U.S.

GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.

are working to remediate the deficiencies and material weaknesses.

Our remediation efforts are ongoing, and we will continue our initiatives

to implement and document policies, procedures, and internal controls.

We have taken steps to enhance our internal control environment

and plan to take additional steps to remediate the deficiencies and address material weaknesses.

In addition, we continue to evaluate,

remediate and improve our internal control over financial reporting, executive management may elect to implement additional measures

to address control deficiencies or may determine that the remediation efforts described above require modification.

Executive management,

in consultation with and at the direction of our Audit Committee, will continue to assess the control environment and the above-mentioned

efforts to remediate the underlying causes of the identified material weaknesses.

we plan to complete this remediation process as quickly as possible, we are unable, at this time to estimate how long it will take;

our efforts may not be successful in remediating the deficiencies or material weaknesses.

in Internal Control over Financial Reporting

December 2013, we hired Robert J.

Brilon, as Chief Financial Officer who has experience in SEC reporting and disclosures.

We have plans

for hiring additional financial personnel and implementing additional controls and processes involving both of our financial personnel

in order to ensure all transactions are accounted for and disclosed in an accurate and timely manner.

There have not been any other changes

in our internal control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d)

of the Exchange Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

on the Effectiveness of Controls

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

or our internal controls 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.

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,

misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected.

These inherent

limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple

error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people,

or by management or Board override of the control.

design of any system of controls also 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.

Over time, controls

may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

were no changes in our internal control over financial reporting during the three months ended March 31, 2025, that have materially affected,

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

Limitations on Effectiveness of Controls

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

All internal control systems, no matter how well designed,

have inherent limitations.

These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal

control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation

and presentation.

Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented

or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of

the financial reporting process.

in Disclosure Controls and Procedures

II – OTHER INFORMATION

may be subject to legal proceedings in the ordinary course of business.

As of the date of this Quarterly Report on Form 10-Q, we are

not aware of any legal proceedings to which we are a party that we believe could have a material adverse effect on us.

are a smaller reporting company as defined by 17 C.F.R.

229 (10)(f)(i) and are not required to provide information under this item.

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