What changed in this filing

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Item 4. Controls and Procedures

2025-05-20 compared with 2024-11-19 · 34 added, 19 removed, 13 unchanged (80% of the section changed)

7 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of September 30, 2024, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The material weaknesses, which relate to internal control over financial reporting, that were identified are:

(1) We did not have enough personnel in our accounting and financial reporting functions.

Due to insufficient personnel in our accounting department, we were not able to achieve adequate segregation of duties, and, as a result, we did not have adequate review controls surrounding:

(i) our technical accounting matters in our financial reporting process, and (ii) the work of specialists involved in the estimation process.

(2) Due to new relationships with a small banking institution and consultants in 2023, we were not able to achieve adequate controls surrounding the review and dual authorization of certain treasury transactions and fixed assets.

(3) We did not always follow certain review and authorization procedures related to corporate governance and the release of information to the public.

After failing to adhere to certain corporate governance administrative procedures, we did not achieve adequate review at the executive or independent Board of Director level over certain accounting and risk assessments or the timely reporting of material transactions.

We also did not achieve adequate review of certain public reports and disclosures prior to the public disclosure of the information.

These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in both proper drafting, review, authorization, recording and reporting of these transactions.

Since our assessment as of September 30, 2024, we have continued to hire additional experienced executives, and we are working to retain additional qualified valuation experts that report on their internal controls.

We have also implemented further review controls and processes surrounding treasury and fixed assets, and the Audit Committee is reviewing the material weaknesses, and will be making recommendations to the Company on implementing further internal controls to assist the Company to adhere to its corporate review, authorization, and reporting policies.

Based on management’s evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of March 31,

2025, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable

assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

material weaknesses, which relate to internal control over financial reporting, that were identified are:

(1) We did not have enough

personnel in our accounting and financial reporting functions.

Due to insufficient personnel in our accounting department, we were not

able to achieve adequate segregation of duties, and, as a result, we did not have adequate review controls surrounding:

(i) our technical

accounting matters in our financial reporting process, and (ii) the work of specialists involved in the estimation process.

certain relationships with a banking institution and consultants we were not able to achieve adequate controls surrounding the review

and dual authorization of certain treasury transactions and fixed assets.

(3) We do not always follow certain review and authorization

procedures related to corporate governance and the release of information to the public.

After failing to adhere to certain corporate

governance administrative procedures, we did not achieve adequate review at the executive or independent Board of Director level over

certain accounting and risk assessments or the timely reporting of material transactions.

We also did not achieve adequate review of

certain public reports and disclosures prior to the public disclosure of the information.

These control deficiencies, which are pervasive

in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected

on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge will result

in both proper drafting, review, authorization, recording and reporting of these transactions.

Since our assessment as of March 31,

2025, we continue to seek to retain additional experienced personnel, and we are working to retain additional qualified valuation experts

that report on their internal controls.

We have also implemented further review controls and processes surrounding treasury and fixed

assets, and the Audit Committee is reviewing the material weaknesses, and will be making recommendations to the Company on implementing

further internal controls to assist the Company to adhere to its corporate review, authorization, and reporting policies.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

2 unchanged sentences

Such changes include multiple additional reviewers of financial information before it is submitted for filing with the SEC.

We have also instituted further internal controls surrounding treasury, so that proper dual authorization is required by our banking institutions to process capital expenditures in 2024.

There were no other changes in our internal controls identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the three months ended September 30, 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no other changes in our internal controls identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the three months ended March 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS

From time to time, we may become involved in various legal actions that arise in the normal course of business.

We intend to defend vigorously against any future claims and litigation.

We are not currently involved in any material disputes and do not have any material litigation matters pending.

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