What changed in this filing

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Item 4. Controls and Procedures

2025-08-19 compared with 2025-05-15 · 20 added, 69 removed, 1 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure and Control Procedures

We 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.

We 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, 2025.

Based upon their

evaluation, the Chief Executive Officer and Principal Accounting Officer concluded that, as of March 31, 2025, 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.

(b) Management’s Report on Internal Controls

over Financial Reporting

The 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.

Internal 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.

Management 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.

A 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, 2025, our internal controls over financial reporting were not effective.

As 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.

Our 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.

While 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.

This annual report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

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.

There 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.

PART II - OTHER INFORMATION

OF DISCLOSURE CONTROLS AND PROCEDURES

controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit

under the Exchange Act 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 and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025.

their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the previously reported material weakness

in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30,

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.

Weakness in Internal Control over Financial Reporting

connection with the audit of our financial statements for the year ended December 31, 2024, we identified a material weakness in our

internal control over financial reporting.

Specifically, 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.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter 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