What changed in this filing

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Item 4. Controls and Procedures

2024-10-31 compared with 2024-08-12 · 61 added, 63 removed, 39 unchanged (76% of the section changed)

Controls and Procedures

Management’s Evaluation

of Disclosure Controls and Procedures

Our disclosure controls and procedures

are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under

the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial

officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within

the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal

financial officer, who are one in the same, concluded that, as of the end of the period covered by this report, our disclosure controls

and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control

over Financial Reporting

Our management, with the participation of our

principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control

over our financial reporting.

Our internal control system was designed to provide reasonable assurance to management regarding the preparation

and fair presentation of published financial statements.

Our management, consisting of our principal executive

officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial

reporting 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.

Because 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 simple error or mistake.

of any system of controls is based in part 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.

Projections of any evaluation of controls

effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions,

or through the deterioration of the degree of compliance with policies or procedures.

Changes in Internal Control over Financial

There was no change in the Company’s internal

control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

Management's Assessment Regarding Internal Control Over Financial

Evaluation of Disclosure Controls and Procedures

Our disclosure

controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that

we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive

officer and principal financial officer, who are one in the same, concluded that, as of the end of the period covered by this report,

our disclosure controls and procedures were effective at the reasonable assurance level.

Report on Internal Control over Financial Reporting

Our management, with

the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining

adequate internal control over our financial reporting.

Our internal control system was designed to provide reasonable assurance to management

regarding the preparation and fair presentation of published financial statements.

Our management, consisting

of our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our

internal controls over financial reporting 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.

Because 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 simple error

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

Projections of any

evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of

changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Changes in Internal

Control over Financial Reporting

There was no change in

the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2024, that has materially

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

Management's Assessment Regarding Internal

Control Over Financial Reporting

At the end of the period

10 unchanged sentences

as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures

were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial

reporting as discussed below.

Internal Control over

Financial Reporting

Disclosure controls and

procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control

of financial reporting as discussed below.

Internal Control

over Financial Reporting

Management is responsible

4 unchanged sentences

purposes in accordance with accounting principles generally accepted in the United States of America

Management conducted an evaluation

of the design and operation of our internal control over financial reporting as of the end of the period covered by this report, based

on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established.

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of

the operating effectiveness of controls and a conclusion on this evaluation.

Based on this evaluation, management has concluded that our

internal control over financial reporting was not effective, because management identified a material weakness in the Company’s

Management conducted

an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this

report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs

of the operating effectiveness of controls and a conclusion on this evaluation.

Based on this evaluation, management has concluded that

our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s

internal control over financial reporting related to the segregation of duties as described below.

While the Company does adhere

to internal controls and processes that were designed, it is difficult with a very limited staff to maintain appropriate segregation of

duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness.

While the Company does

adhere to internal controls and processes that were designed, it is difficult with a very limited staff to maintain appropriate segregation

of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness.

(i) the significance

5 unchanged sentences

statements may not be prevented or detected.

Management’s Remediation Initiatives

Remediation Initiatives

Management has evaluated,

5 unchanged sentences

Legal Proceedings

During the period ending June 30, 2024, we are not

a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.

We are a smaller reporting company and, as a result, are not required to

provide the information under this item.

Please review the risk factors identified in Item 1.A of our 2024 S-1 registration statement.

During the period ending September 30, 2024, we

are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.

We are a smaller reporting company and, as a result,

are not required to provide the information under this item.

Please review the risk factors identified in Item 1.A of our 2024 S-1 registration

Unregistered Sales of Equity Securities

and Use of Proceeds

During the three months ended June 30, 2024, the Company

did not sell any unregistered securities.

During the three months ended September 30, 2024,

the Company did not sell any unregistered securities.

Defaults Upon Senior Securities

3 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