What changed in this filing

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Item 4. Controls and Procedures

2024-08-09 compared with 2024-05-20 · 25 added, 28 removed, 29 unchanged (65% of the section changed)

2 unchanged sentences

GAAP and Disclosure Controls and Procedures

management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial

Officer, the effectiveness of our (i) controls over the application of U.S.

GAAP based on guidance and interpretations issued by the

Financial Accounting Standards Board through the Accounting Standards Codification and Accounting Standards Updates and (ii)

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the

end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have

concluded that, as of March 31, 2024, our U.S.

GAAP reporting and disclosure controls and procedures were not effective in ensuring

that information required to be reported under U.S.

GAAP and disclosed by us in the reports that we file or submit under the

Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the rules

and forms of the SEC and (ii) accumulated and communicated to our management, including our principal executive and principal

accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required

Due to accounting

resource constraints, we have had limited review controls.

These constraints have resulted in (i) a lack of segregation of duties

since we have a limited administrative staff, (ii) a lack of internal controls structure review and (iii) a restatement of our

unaudited financial statements as of and for the three and nine month periods ended September 30, 2023.

As a result of these

constraints, we had material weaknesses in our internal control over financing reporting as of March 31, 2024.

management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,

the effectiveness of our (i) controls over the application of U.S.

GAAP based on guidance and interpretations issued by the Financial

Accounting Standards Board through the Accounting Standards Codification and Accounting Standards Updates and (ii) disclosure controls

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

by this report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30,

2024, our U.S.

GAAP reporting and disclosure controls and procedures were not effective in ensuring that information required to be reported

GAAP and disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded,

processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated

to our management, including our principal executive and principal accounting officers, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

to accounting resource constraints, we have had limited review controls.

These constraints have resulted in (i) a lack of segregation

of duties since we have a limited administrative staff, (ii) a lack of internal controls structure review and (iii) a restatement of

our unaudited financial statements as of and for the three and nine month periods ended September 30, 2023.

As a result of these constraints,

we had material weaknesses in our internal control over financing reporting as of June 30, 2024.

Company’s assessment identified certain material weaknesses which are set forth below:

9 unchanged sentences

situation, we would need to hire additional staff or financial consultant support.

We are assessing

our capabilities to hire additional staff to facilitate greater segregation of duties.

We are assessing our capabilities to hire additional

staff to facilitate greater segregation of duties.

as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility

11 unchanged sentences

control over financial reporting, the material weakness identified will not be considered remediated until the controls operate for a

sufficient period of time, and we cannot assure you that the measures we have taken to date, or any measures we may take in the future

will be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses.

sufficient period of time, and we cannot provide assurance that the measures we have taken to date, or any measures we may take in the

future will be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses.

in Internal Control over Financial Reporting

than the remediation efforts described above, there were no changes in our internal controls over financial reporting during the

quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

than the remediation efforts described above, there were no changes in our internal controls over financial reporting during the quarter

ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

II - OTHER INFORMATION

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