What changed in this filing

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Item 4. Controls and Procedures

2025-09-10 compared with 2025-08-21 · 30 added, 22 removed, 26 unchanged (67% of the section changed)

13 unchanged sentences

the Exchange Act, as of the end of the period covered by this Report.

upon that evaluation , our principal executive officer and principal financial officer concluded that, as of September 30, 2024, our

disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described

Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements

will not be prevented or detected on a timely basis.

This does not include an evaluation by the Company’s registered public accounting

firm regarding the Company’s internal control over financial reporting.

Accordingly, we cannot provide reasonable assurance that

information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and

reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of September

upon that evaluation , our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure

controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements will not

be prevented or detected on a timely basis.

This does not include an evaluation by the Company’s registered public accounting firm

regarding the Company’s internal control over financial reporting.

Accordingly, we cannot provide reasonable assurance that information

required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to

allow our principal financial and executive officers to make timely decisions regarding required disclosures as of December 31, 2024.

evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of March

31, 2024, and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:

segregation of duties consistent with control objectives;

of independent Board of Directors (as of the balance sheet date) and absence of Audit Committee to exercise oversight responsibility

related to financial reporting and internal control;

of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner;

of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives.

Inadequate segregation

of duties consistent with control objectives;

Lack of independent Board

of Directors (as of the balance sheet date) and absence of Audit Committee to exercise oversight responsibility related to financial

reporting and internal control;

Lack of risk assessment

procedures on internal controls to detect financial reporting risks in a timely manner;

Lack of documentation on

policies and procedures that are critical to the accomplishment of financial reporting objectives.

management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls

4 unchanged sentences

remediation actions planned include:

gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;

an independent Board of Directors and an Audit Committee to provide oversight for remediation efforts and ongoing guidance regarding

accounting, financial reporting, overall risks and the internal control environment;

additional accounting personnel with public company financial reporting, technical accounting, SEC compliance, and strategic financial

advisory experience to achieve adequate segregation of duties;

to develop formal policies and procedures on accounting and internal control over financial reporting and monitor the effectiveness

of existing controls and procedures.

Identify gaps in our skills

base and the expertise of our staff required to meet the financial reporting requirements of a public company;

Establish an independent

Board of Directors and an Audit Committee to provide oversight for remediation efforts and ongoing guidance regarding accounting,

financial reporting, overall risks and the internal control environment;

Retain additional accounting

personnel with public company financial reporting, technical accounting, SEC compliance, and strategic financial advisory experience

to achieve adequate segregation of duties;

Continue to develop formal

policies and procedures on accounting and internal control over financial reporting and monitor the effectiveness of existing controls

and procedures.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange

Act) during the fiscal quarter ended September 30, 2024 that have materially affected, or that are reasonably likely to materially affect,

Act) during the fiscal quarter ended December 31, 2024 that have materially affected, or that are reasonably likely to materially affect,

our internal control over financial reporting.

1 unchanged sentence

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