What changed in this filing

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Item 4. Controls and Procedures

2024-05-15 compared with 2023-11-13 · 59 added, 32 removed, 7 unchanged (93% of the section changed)

1 unchanged sentence

OF DISCLOSURE CONTROLS AND PROCEDURES

Company’s management, with the participation of our principal executive officer and our principal financial officer, evaluated

the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e)) as of September 30, 2023, the

end of the period covered by this Quarterly Report on Form 10-Q.

upon that evaluation, our Chief Executive Officer and our Chief Financial Officer (Principal Financial and Accounting Officer) concluded

that, as of September 30, 2023, our disclosure controls and procedures were ineffective as of the end of the period covered to ensure

that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities

Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its

principal executive officer and its principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

This was due to the following material weaknesses which are indicative of many small companies with limited staff:

(i) inadequate segregation

of duties and effective risk assessment;

and (ii) insufficient written policies and procedures for accounting and financial reporting

with respect to the requirements and application of accounting principles generally accepted in the United States of America and Securities

and Exchange Commission guidelines.

Management anticipates that such disclosure controls and procedures will not be effective until the

material weaknesses are remediated.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management,

including our Principal Executive Officer, and our Principal Financial and Accounting Officer, to allow timely decisions regarding required

2022, we identified material weaknesses in our internal control over financial reporting, which were disclosed in our annual report on

Form 10-K filed with the SEC on March 31, 2023.

IN INTERNAL CONTROL OVER FINANCIAL REPORTING

have been implementing additional internal control procedures in order to address the material weaknesses identified in our annual report

on Form 10-K filed with the SEC on March 31, 2023.

Evaluation of Disclosure and Control Procedures

maintain “disclosure controls and procedures”, as such terms are defined under Exchange Act Rule 13a-15(e), that are designed

to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our Chief Executive Officer (“CEO”) and Principal Accounting Officer, as appropriate, to allow timely decisions

regarding required disclosures.

The Company acknowledges that any controls and procedures can provide only reasonable assurances of achieving

the desired control objectives.

have carried out an evaluation as required by Rule 13a-15(d) under the supervision of and with the participation of our management, including

our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls

and procedures as of March 31, 2024.

Based upon their evaluation, the Chief Executive Officer and Principal Accounting Officer concluded

that, as of March 31, 2024, the Company’s disclosure controls and procedures were not effective.

Although we have determined that

the existing controls and procedures are not effective, the deficiencies identified have not been deemed material to our reporting disclosures.

Management’s Report on Internal Controls over Financial Reporting

Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed

by, or under the supervision of, our Chief Executive Officer and Principal Accounting Officer, and affected by our Board, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

control over financial reporting cannot provide absolute assurance of achieving their objectives.

Internal control over financial reporting

is a process that involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting from human failures.

Due to their inherent limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by

internal control over financial reporting.

It is possible to design safeguards to reduce, but not eliminate, this risk.

Management is

responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

has used the framework set forth in the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over

financial reporting.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

Based on such an evaluation, our CEO concluded that, as of March 31, 2024, our internal controls over

financial reporting were not effective.

a result of our evaluation, we identified a material weakness in our controls related to segregation of duties and other immaterial weaknesses

in several areas of data management and documentation.

management is composed of a small number of professionals resulting in a situation where limitations on segregation of duties exist.

Accordingly, and as a result of the material weakness identified above, we have concluded that the control deficiencies result in a reasonable

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

Company’s internal controls.

We continue to employ and refine a structure in which critical accounting policies, issues and estimates

are identified, and together with other complex areas, are subject to multiple reviews by executives.

In addition, we evaluate and assess

our internal controls and procedures regarding our financial reporting, utilizing standards incorporating applicable portions of the

Public Company Accounting Oversight Board’s 2009 Guidance for Smaller Public Companies in Auditing Internal Controls Over Financial

Reporting as necessary on an on-going basis.

the material weakness set forth above was the result of the scale of the Company’s operations and is intrinsic to its small size,

the Company believes the risk of material misstatements relative to financial reporting are minimal.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by its registered public accounting firm pursuant to the Dodd-Frank

Wall Street Reform and Consumer Protection Act, which permits the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,

during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

II - OTHER INFORMATION

LEGAL PROCEEDINGS

Company was named a defendant in a case involving a former employee who claims he is owed approximately $60 thousand in unpaid commissions.

The Company’s intends to defend the case.

This case was filed in the Superior Court of the State of California, County of San Diego

on October 21, 2020.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

2 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