What changed in this filing

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Item 4. Controls and Procedures

2025-11-26 compared with 2025-08-14 · 49 added, 42 removed, 6 unchanged (94% of the section changed)

Controls and Procedures

OF DISCLOSURE CONTROLS AND PROCEDURES

controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed

by the registrant in the reports that it files or submits under the Exchange Act is properly recorded, processed, summarized and reported,

within the time periods specified in the SEC rules and forms.

Disclosure controls and procedures include processes to accumulate and

evaluate relevant information and communicate such information to a registrant’s management, including our Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

of December 31, 2024, our management, including our Chief Executive and Chief Financial Officers evaluated the effectiveness of the design

and operation of our disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act.

Based on the evaluation described

above, the company concluded that there was a material weakness in our disclosure controls and procedures.

These controls and procedures

are based on the definition of disclosure controls and procedures in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange

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 our annual or interim financial statements will not be prevented or detected

on a timely basis.

a result of the review by the CFO and CEO, the material weakness was identified as listed below.

In connection with the audit of our 2024 and 2023 consolidated

financial statements, management identified a material weakness that exists because we did not maintain effective controls over our

financial close and reporting process, and has concluded that the financial close and reporting process needs additional formal procedures

to ensure that appropriate reviews occur on all financial reporting analysis.

Management has designed and implemented updated control

procedures that we believe will mitigate this material weakness and is monitoring these procedures for effectiveness.

of the material weaknesses described above, our management was unable to conclude that our internal control over financial reporting

was effective as of the end of period to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Notwithstanding

the material weaknesses described above, our management, including our Chief Executive Officer and Chief Financial Officer, believes

that the consolidated financial statements contained in this Report on Form 10-Q fairly present, in all material respects, our financial

condition, results of operations and cash flows for the interim fiscal periods presented in conformity with U.S.

generally accepted accounting

In addition, the material weakness described did not result in the restatements of any of our audited or unaudited consolidated

financial statements or disclosures for any previously reported periods.

IN INTERNAL CONTROL OVER FINANCIAL REPORTING

for the actions described above that were taken to address the material weaknesses, there were no changes in our internal controls during

the period ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures

of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits

under the Exchange Act is properly recorded, processed, summarized and reported, within the time periods specified in the SEC rules and

Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information

to a registrant’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely

decisions regarding required disclosure.

As of December 31, 2024, our management, including our Chief Executive

and Chief Financial Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as required

by Rule 13a-15 of the Exchange Act.

Based on the evaluation described above, the Company concluded that there was a material weakness

in our disclosure controls and procedures.

These controls and procedures are based on the definition of disclosure controls and procedures

in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act.

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 our annual or

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

As a result of the review by the CFO and CEO, the material weakness

was identified as listed below.

● In connection with the audit of our 2024 consolidated

financial statements, management identified a material weakness that exists because we did not maintain effective controls over our financial

close and reporting process, and has concluded that the financial close and reporting process needs additional formal procedures to ensure

that appropriate reviews occur on all financial reporting analysis.

Management has designed and implemented updated control procedures

that we believe will mitigate this material weakness and is monitoring these procedures for effectiveness.

We evaluated the effectiveness of our disclosure controls and procedures

as of September 30, 2025, with the participation of our CEO and CFO, as well as other key members of our management.

Based on this evaluation,

our CEO and CFO concluded that our disclosure controls and procedures were not effective as of September 30, 2025.

Notwithstanding the material weaknesses described above, our management,

including our Chief Executive Officer and Chief Financial Officer, believes that the condensed consolidated financial statements contained

in this Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for

the interim fiscal periods presented in conformity with U.S.

generally accepted accounting principles.

In addition, the material weakness

described did not result in the restatements of any of our audited or unaudited condensed consolidated financial statements or disclosures

for any previously reported periods.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the actions described above that were taken to address the

material weaknesses, there were no changes in our internal controls during the period ended September 30, 2025, that materially affected,

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

OTHER INFORMATION

Legal Proceedings

time to time, the Company may be involved in various legal proceedings or may be subject to claims that arise in the ordinary course

The outcome of any such claims or proceedings cannot be predicted with certainty.

As of the date of this filing, management

is not aware of any such claims against the Company.

applicable to smaller reporting companies.

From time to time, the Company may be involved in various legal proceedings

or may be subject to claims that arise in the ordinary course of business.

The outcome of any such claims or proceedings cannot be predicted

with certainty.

As of the date of this filing, management is not aware of any such claims against the Company.

Not applicable to smaller reporting companies.

Unregistered Sales of Equity Securities and Use of Proceeds

the period covered by this report, we have not issued any unregistered shares.

During the period covered by this report, we have not issued any unregistered

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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