What changed in this filing

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Item 4. Controls and Procedures

2025-05-12 compared with 2024-11-12 · 39 added, 51 removed, 3 unchanged (97% of the section changed)

CONTROLS AND PROCEDURES

of Application of U.S.

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 September

30, 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 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 September 30, 2024.

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

Controls and Segregation of Duties

of the Company’s limited resources, there are limited controls over information processing.

Additionally, there is inadequate segregation

of duties consistent with control objectives.

Our management is composed of a small number of individuals resulting in a situation where

limitations on segregation of duties exist.

All responsibility for accounting entries and the creation of financial statements is held

by a single person, though the Company engages multiple accounting consultants for accounting, tax and audit support.

To remedy this

situation, we hired 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

that a material misstatement of the annual or interim financial statements may not be prevented or detected on a timely basis by the

Company’s internal controls.

believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size.

Management continues to take actions to remedy these weaknesses, including the review of current staff, reassignment of duties, and continued

hiring of additional staff to create the necessary segregation of duties to improve controls over information processing.

are starting the process of documenting, reviewing and improving our internal controls and procedures for compliance with Section 404

of the Sarbanes-Oxley Act, which requires annual management assessment of the effectiveness of our internal control over financial reporting.

To comply with the requirements of being a public company, the Company has undertaken various actions including the hiring of additional

staff, and will take additional actions, such as remediating the material weaknesses described above, implementing additional internal

controls and procedures and hiring personnel or financial consultants, as needed.

While we believe that these remediation actions will

improve the effectiveness of our internal 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 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.

of Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

of the Exchange Act.

Under the supervision and with the participation of our principal executive officer and principal financial officer

and oversight of the Audit Committee and the Board of Directors, we conducted an evaluation of the effectiveness of our internal control

over financial reporting based on criteria established in the framework set forth in Internal Control—Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

management, including our principal executive officer and principal financial officer, recognizes that internal controls over financial

reporting, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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, have been detected.

Additionally, controls can be circumvented by the individual acts of some

persons, by collusion of two or more people, or by management override of the controls.

on our evaluation, management identified material weaknesses in our internal control over financial reporting as of March 31, 2025, as

set forth below:

approval processes governing (i) timely Board of Directors authorization and (ii) segregation of duties and roles and responsibilities

configurations within the Company’s financial reporting system;

contract management process to capture all executed agreements prior to the commencement of services in order to ensure accuracy

within the proper accounting period.

Misapplication

GAAP as evidenced by the restatement of our unaudited financial statements as of and for the three and nine months ended

September 30, 2023;

disclosure controls and procedures a result of (i) lack of segregation of duties, (ii) lack of internal control structure review

and (iii) misapplication of U.S.

order to remediate the identified material weaknesses, management, with the oversight of the Audit Committee of the Board of Directors,

undertook measures to enhance the Company’s internal control environment, including the (i) hiring of a principal financial officer

and other accounting personnel to ensure the appropriate application of U.S.

GAAP, (ii) implementation of a documented internal control

framework and program, (iii) documentation and communication of business policies such as a delegation of authority over company transactions

and invoice approvals, (iv) completion of a formal monthly close process including account reconciliations with supporting documentation

and (v) engagement of a third-party firm to properly segregate duties and approvals within the Company’s financial system.

management has not fully implemented the remediation steps and expects remediation efforts to continue in fiscal year 2025.

these remediation efforts are subject to ongoing management evaluation and will require validation and testing of the design and operating

effectiveness of the Company’s internal controls over a sustained period of financial reporting cycles, management is committed

to maintaining a strong internal control program over financial reporting and will take further actions and implement additional enhancements

or improvements as necessary.

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

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

Rules 13a-15(f) of the Exchange Act, during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

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