Controls and Procedures
−Removed: Disclosure controls and procedures are controls and
−Removed: other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
−Removed: Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls
−Removed: and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
−Removed: reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer
−Removed: and Chief Financial Officer, to allow timely decisions regarding required disclosure.
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures that
−Removed: are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of
−Removed: 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such
−Removed: information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate,
−Removed: to allow timely decisions regarding required disclosure.
−Removed: As of March 31, 2025, our Chief Executive Officer and Chief Financial Officer
−Removed: carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined
−Removed: in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.
−Removed: Based upon that evaluation, our Chief Executive Officer and
−Removed: Chief Financial Officer concluded that our disclosure controls and procedures were ineffective at a reasonable assurance level as of March
−Removed: Changes in Internal Control over Financial Reporting
−Removed: There was no change in our internal control over financial
−Removed: reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934
−Removed: that occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our
−Removed: internal control over financial reporting.
−Removed: Inherent Limitations on Effectiveness of Internal
−Removed: A control system, no matter how well designed and
−Removed: operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.
−Removed: In reaching a reasonable
−Removed: level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures
−Removed: relative to their costs.
−Removed: In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood
−Removed: of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
−Removed: over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures
−Removed: may deteriorate.
−Removed: Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
−Removed: and not be detected.
−Removed: PART II - OTHER INFORMATION
+Added: controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
+Added: reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
+Added: the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to
+Added: ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
+Added: to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
+Added: of Disclosure Controls and Procedures
+Added: maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed
+Added: or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified
+Added: in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive
+Added: Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: As of June 30, 2025, our Chief
+Added: Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of
+Added: our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.
+Added: upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
+Added: ineffective at a reasonable assurance level as of June 30, 2025.
+Added: in Internal Control over Financial Reporting
+Added: was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)
+Added: and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the quarter ended June 30, 2025 that has materially affected,
+Added: or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Limitations on Effectiveness of Internal Controls
+Added: control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired
+Added: control objectives.
+Added: In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating
+Added: the benefits of possible controls and procedures relative to their costs.
+Added: In addition, the design of any system of controls is based
+Added: in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
+Added: achieving its stated goals under all potential future conditions;
+Added: over time, controls may become inadequate because of changes in conditions,
+Added: or the degree of compliance with policies or procedures may deteriorate.
+Added: Because of the inherent limitations in a cost-effective control
+Added: system, misstatements due to error or fraud may occur and not be detected.
+Added: II - OTHER INFORMATION
LEGAL PROCEEDINGS
−Removed: As a smaller reporting company, we are not required
−Removed: to make disclosures under this Item .
+Added: a smaller reporting company, we are not required to make disclosures under this Item .
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.