What changed in this filing

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Item 4. Controls and Procedures

2025-06-16 compared with 2024-11-26 · 38 added, 36 removed, 44 unchanged (63% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, 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 Securities Exchange

Act of 1934, as amended, or the Exchange Act, as of September 30, 2024, to ensure that information required to be disclosed by us in

the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed

by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our

principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that

as of September 30, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material

weaknesses identified and described below.

Act of 1934, as amended, or the Exchange Act, as of March 31, 2025 to ensure that information required to be disclosed by us in the reports

filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the

reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive

and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025,

our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified

and described below.

principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

17 unchanged sentences

Management identified the following three material weaknesses that have caused management to conclude that, as of

September 30, 2024, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at

the reasonable assurance level:

March 31, 2025, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the

reasonable assurance level:

do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending June 30, 2024.

evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our

disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and

nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent

possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls

and procedures and has concluded that the control deficiency that resulted represented a material weakness.

documentation of key internal controls over financial reporting is a requirement of Section

404 of the Sarbanes-Oxley Act as of the period ending March 31, 2025.

Management evaluated

the impact of our failure to have written documentation of our internal controls and procedures

on our assessment of our disclosure controls and procedures and has concluded that the control

deficiency that resulted represented a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic

internal control.

Due to our size and nature, segregation of all conflicting duties may not

always be possible and may not be economically feasible.

However, to the extent possible,

the initiation of transactions, the custody of assets and the recording of transactions should

be performed by separate individuals.

Management evaluated the impact of our failure to have

segregation of duties on our assessment of our disclosure controls and procedures and has

concluded that the control deficiency that resulted represented a material weakness.

controls over the control environment were not maintained.

Specifically, a formally adopted written code of business conduct and

ethics that governs our employees, officers, and directors was not in place.

Additionally, management has not developed and effectively

communicated to employees its accounting policies and procedures.

Specifically, a formally adopted

written code of business conduct and ethics that governs our employees, officers, and directors

was not in place.

Additionally, management has not developed and effectively communicated

to employees its accounting policies and procedures.

This has resulted in inconsistent practices.

Further, our Board

of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as

defined in Item 407(d)(5)(ii) of Regulation S-K.

Since these entity level programs have a pervasive effect across the organization,

management has determined that these circumstances constitute a material weakness.

Further, our Board of Directors does not currently have any independent members and no director

qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation

Since these entity level programs have a pervasive effect across the organization, management

has determined that these circumstances constitute a material weakness.

address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements

8 unchanged sentences

change in our system of internal control over financial reporting occurred during the period covered by this report, the period ended

September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

II – OTHER INFORMATION

4 unchanged sentences

see “Risk Factors” in Item 2.01.

Completion of Acquisition or Disposition of Assets of our amended Current Report on Form

8-K filed on April 16, 2024, which are incorporated herein by this reference.

Unregistered Sales of Equity Securities and Use of Proceeds

the three months ended September 30, 2024, we did not issue any unregistered securities not previously reported.

the three months ended March 31, 2025, we did not issue any unregistered securities not previously reported.

Defaults upon Senior Securities

1 unchanged sentence

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