What changed in this filing

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Item 4. Controls and Procedures

2025-05-15 compared with 2025-02-14 · 78 added, 72 removed, 1 unchanged (99% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e)

under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, 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 based closely on the definition of “disclosure controls and

procedures” in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, our management

recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

the end of the period covered by this Quarterly Report, we conducted an evaluation (the “Evaluation”), under the supervision

and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation

of our disclosure controls and procedures.

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded

that, as of December 31, 2024, the disclosure controls and procedures of our Company were not effective to ensure that the information

required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to the material

weaknesses in financial reporting as discussed below.

Weaknesses and Corrective Actions

framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control

- Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, (“COSO”).

connection with the audits of our financial statements for the fiscal years ended June 30, 2024 and 2023, we identified certain deficiencies

relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public

Company Accounting Oversight Board (the “PCAOB”).

A material weakness is a deficiency, or a combination of deficiencies,

within the meaning of PCAOB Audit Standard No.

5, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

following material weaknesses in our internal control over financial reporting continued to exist at December 31, 2024:

do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our limited size

and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically

however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions

should be performed by separate individuals;

of audit committee of our board of directors;

monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge

outsource certain of the functions that would normally be performed by a principal financial officer to assist us in implementing the

necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S.

and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the

lack of sufficient resources to hire such staff and implement these accounting systems.

plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing an audit

committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel

and retaining third-party consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional

If we receive sufficient capital, we hope to increase the chief financial officer’s role from part-time to full-time as

the next step in building out our accounting department.

We will need to take additional measures to fully mitigate these issues, and

the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified,

(2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses

will not result in a material misstatement of our annual or interim financial statements.

In addition, other material weaknesses may

be identified in the future.

If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record,

process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC

will be adversely affected.

This failure could negatively affect the market price and trading liquidity of our Common Stock, cause investors

to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally

materially and adversely impact our business and financial condition.

on Effectiveness of Controls and Procedures

designing and evaluating the disclosure controls and procedures and internal control over financial reporting, 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.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must

reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of

possible controls and procedures relative to their costs.

in Internal Controls over Financial Reporting

were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2024 that have

materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

II — OTHER INFORMATION

Evaluation of Disclosure Controls

and Procedures

Our management is responsible for

establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that

are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the SEC, 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 based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e)

under the Exchange Act.

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

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

and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly

Report, we conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive

Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures.

upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, the disclosure controls

and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was

recorded, processed, summarized and reported on a timely basis due to the material weaknesses in financial reporting as discussed below.

Material Weaknesses and Corrective Actions

The framework used by management

in making that assessment was the criteria set forth in the document entitled “2013 Internal Control - Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission, (“COSO”).

In connection with the audits of

our financial statements for the fiscal years ended June 30, 2024 and 2023, we identified certain deficiencies relating to our internal

control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight

Board (the “PCAOB”).

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Audit

5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses in our internal control

over financial reporting continued to exist at March 31, 2025:

we do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

we do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible;

however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

lack of audit committee of our board of directors;

insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S.

We outsource certain of the functions that would normally

be performed by a principal financial officer to assist us in implementing the necessary financial controls over the financial reporting

and the utilization of internal management and staff to effectuate these controls.

We believe that these material

weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S.

GAAP and SEC rules and regulations

with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources

to hire such staff and implement these accounting systems.

We plan to take a number of actions

in the future to correct these material weaknesses including, but not limited to, establishing an audit committee of our board of directors

comprised of at least two independent directors, adding experienced accounting and financial personnel and retaining third-party consultants

to review our internal controls and recommend improvements, subject to receiving sufficient additional capital.

If we receive sufficient

capital, we hope to increase the chief financial officer’s role from part-time to full-time as the next step in building out our

accounting department.

We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect

to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls

are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement

of our annual or interim financial statements.

In addition, other material weaknesses may be identified in the future.

If we are unable

to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information

accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected.

This failure could negatively

affect the market price and trading liquidity of our Common Stock, cause investors to lose confidence in our reported financial information,

subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial

Limitations on Effectiveness of Controls

and Procedures

In designing and evaluating the

disclosure controls and procedures and internal control over financial reporting, 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.

the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource

constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative

to their costs.

Changes in Internal Controls over

Financial Reporting

There were no changes in our internal

controls over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably

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

PART 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