What changed in this filing

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Item 4. Controls and Procedures

2025-05-15 compared with 2024-11-14 · 77 added, 40 removed, 3 unchanged (98% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

maintain disclosure controls and procedures designed to ensure that material information required to be disclosed in our filings under

the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms and that material information is accumulated and communicated to our management, including our Chief

Executive Officer (CEO), who is our principal executive officer, and Chief Financial Officer (CFO), who is our principal financial and

accounting officer, as appropriate, to allow timely decisions regarding required disclosures.

Our CEO and CFO have evaluated these disclosure

controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure

controls and procedures were not effective as of September 30, 2024 due to the material weaknesses discussed below.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our consolidated financial statements and other information contained in our quarterly report on Form 10-Q present fairly,

in all material respects, our business, financial condition and results of operations for the periods presented.

connection with the preparation of our financial statements as of and for the three months ended September 30, 2024 and 2023, we identified

material weaknesses in our internal control over financial reporting that we are currently working to remediate, which relate to:

insufficient segregation of duties in the financial statement close process;

(b) a lack of sufficient levels of staff with public company

and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities;

We have concluded that these material

weaknesses in our internal control over financial reporting occurred because we did not have the necessary business processes, personnel

and related internal controls to operate in a manner to satisfy the accounting and financial reporting timeline requirements of a public

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) in Internal Control-Integrated Framework (issued in 2013).

are focused on designing and implementing effective internal control measures to improve our evaluation of disclosure controls and procedures,

including internal control over financial reporting, and remediating the material weaknesses.

In order to remediate these material weaknesses,

we have taken and plan to take the following actions:

hiring and planned continued hiring of additional accounting staff with public company experience;

Implementation

of new enterprise resource planning system to replace the prior enterprise resource planning system;

Implementation

of additional review controls and processes requiring timely account reconciliation and analyses of certain transactions and accounts,

planned hiring of a national accounting firm to assist in the design and implementation of controls and remediation of control gaps.

in Internal Control Over Financial Reporting

was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act)

during the nine months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal

Evaluation of Disclosure

Controls and Procedures

We maintain disclosure controls

and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to 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 SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our

Chief Executive Officer, who serves as our principal executive officer, and Chief Financial Officer, who serves as our principal accounting

officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing disclosure controls and procedures, our

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

and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance

of achieving the desired control objectives.

Our management, with the participation

of our Chief Executive Officer and acting Chief Financial Officer, has evaluated the effectiveness of the design and operation of our

disclosure controls and procedures as of the end of the period covered by this report.

Based upon that evaluation and subject to the foregoing,

our management concluded that, our disclosure controls and procedures were not effective due to the material weaknesses in internal control

over financial reporting described below.

Management’s Annual

Report on Internal Control Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is

a process designed under the supervision of its principal executive and principal financial officers and effected by our Board of Directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

its consolidated financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

In addition, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

Material Weaknesses in Internal

Control over Financial Reporting

II - OTHER INFORMATION

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework established in Internal

Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this

assessment, management has determined that our internal control over financial reporting as of March 31, 2025 was not effective.

A material weakness, as defined

in the standards established by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), 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.

The ineffectiveness of our internal

control over financial reporting was due to the following material weaknesses which are indicative of many small companies with small

number of staff:

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

inadequate segregation of duties due to limited personnel consistent with control objectives;

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

of a full time Chief Financial Officer and personnel with experience and expertise in public company accounting and internal control

over financial reporting.

Management’s Plan to

Remediate the Material Weakness

Our management plans to implement

measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are

designed, implemented, and operating effectively.

The remediation actions planned include:

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

develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures;

continue the search for a qualified individual to fill our Chief Financial Officer position.

Our management will continue

to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial

reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary

and as funds allow.

Changes in Internal Control

Over Financial Reporting

Other than described above there

have been no changes in our internal control over financial reporting that occurred during our first quarter of 2025 that have materially

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

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS

are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect

on us or our business.

We are not currently party to any lawsuit or proceeding

which, in the opinion of management, is likely to have a material adverse effect on us or our business.

There have been no material changes from the risk

factors previously disclosed in “Item 1A.

Risk Factors” of our 2024 Annual Report.

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