Controls and Procedures
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure controls and procedures were not effective as of September 30, 2024 because of the identification of material weaknesses in our internal control over financial reporting with respect to the use by the Company of funds withdrawn for the payment of franchise tax and income tax liabilities for the payment of general corporate expenses and insufficient personnel in its accounting and finance reporting group.
−Removed: Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended September 30, 2024.
−Removed: PART II – OTHER INFORMATION
−Removed: LEGAL PROCEEDINGS
−Removed: We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.
+Added: Disclosure controls and procedures are controls
+Added: and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
+Added: Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls
+Added: and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
+Added: reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer
+Added: and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
+Added: As required by Rules 13a-15 and 15d-15 under
+Added: the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
+Added: and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure
+Added: controls and procedures were not effective as of March 31, 2025 because of the identification of material weaknesses in our internal
+Added: control over financial reporting as described below.
+Added: A material weakness, as defined in the SEC regulations, is a deficiency, or combination
+Added: of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
+Added: of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: In light of these material weaknesses, we performed
+Added: additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.
+Added: generally accepted
+Added: accounting principles.
+Added: Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present
+Added: fairly in all material respects our financial position, results of operations and cash flows for the period presented.
+Added: 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.