What changed in this filing

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Item 4. Controls and Procedures

2025-05-15 compared with 2024-11-15 · 34 added, 25 removed, 2 unchanged (97% of the section changed)

Controls and Procedures.

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

Act”)) are controls and other procedures that 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

rules and forms of the SEC.

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

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

including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,

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

inherent limitations of control systems, not all misstatements may be detected.

These inherent limitations include the realities that

judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

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 control.

Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

Company’s management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness

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

1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on that evaluation, the Chief Executive

Officer and Chief Financial Officer concluded as of September 30, 2024, that the disclosure controls and procedures are not effective

due to lack of segregation of duties as a result of limited personnel and insufficient written policies and procedures for accounting,

information technology and financial reporting.

have not been any changes in the Company’s internal control over financial reporting that occurred during the first, second or

third quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control

over financial reporting.

Evaluation of Disclosure

Controls and Procedures

Disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are

controls and other procedures that 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 rules and forms

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including

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

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Due to the inherent

limitations of control systems, not all misstatements may be detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

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 control.

Controls and procedures

can only provide reasonable, not absolute, assurance that the above objectives have been met.

Our management, including

our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures

(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the

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

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer

concluded as of March 31, 2025, that the disclosure controls and procedures are not effective due to lack of segregation of duties as

a result of limited personnel and insufficient written policies and procedures for accounting, information technology and financial reporting.

There have been no changes

in our internal control over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Legal Proceedings.

We are not currently a party

to any pending or threatened legal proceedings.

What changed 10-Q

Item 4. Controls and Procedures