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Item 4. Controls and Procedures

2024-11-13 compared with 2024-06-10 · 52 added, 59 removed, 20 unchanged (85% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and

procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure

information required to be disclosed in our reports that we file or furnish pursuant to 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 (our principal executive officer) and Chief

Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.

management, with the participation of our principal executive officer and principal financial officer, has evaluated the

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

Based on such

evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure

controls and procedures were not effective at a reasonable assurance level due to material weaknesses identified related to (1)

the lack of a sufficient number of trained professionals with the expertise to design, implement, and execute a formal risk

assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure the

timely and accurate recording of financial transactions while maintaining a segregation of duties;

and (2) the lack of a sufficient

number of trained professionals with the appropriate U.S.

GAAP technical expertise to identify, evaluate, and account for complex

transactions and review valuation reports prepared by external specialists.

We maintain “disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to

be disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer

(our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.

Our management, with the

participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls

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

Based on such evaluation, our principal executive officer and principal

financial officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance

level due to material weaknesses identified related to (1) the lack of a sufficient number of trained professionals with the expertise

to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting

and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties;

and (2) the lack of a sufficient number of trained professionals with the appropriate technical expertise with United States generally

accepted accounting principles, or U.S.

GAAP, to identify, evaluate, and account for complex transactions, including identification of

related party transactions, and review valuation reports prepared by external specialists.

Changes in Internal Control over Financial

During the three months ended March 31, 2024,

we were privately owned and not subject to the internal control over financial reporting requirement of the Sarbanes Oxley Act.

A company’s internal control over financial

reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers,

or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial

reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented

or detected on a timely basis.

In preparing our financial statements as of and

for the three months ended March 31, 2024 and 2023, management identified material weaknesses in our internal control over financial reporting.

for the three months ended September 30, 2024, management identified material weaknesses in our internal control over financial reporting.

The material weaknesses we identified related to (1) the lack of a sufficient number of trained professionals with the expertise to design,

implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial

reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties;

lack of a sufficient number of trained professionals with the appropriate U.S.

GAAP technical expertise to identify, evaluate, and account

for complex transactions and review valuation reports prepared by external specialists.

We are planning on implementing measures designed

to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and

internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting

and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and

segregating duties amongst accounting and finance personnel.

While we are implementing these measures, we cannot

assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent

restatements of our financial statements in the future.

If we are unable to successfully remediate our material weaknesses, or identify

any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected,

we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price

of our common stock may decline as a result.

implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and

financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties;

and (2) the lack of a sufficient number of trained professionals with the appropriate U.S.

GAAP technical expertise to identify, evaluate,

and account for complex transactions and review valuation reports prepared by external specialists.

As disclosed in the Form 10-K, our management

has identified the steps necessary to address the material weaknesses, and in the first quarter of fiscal year 2025, we continued to

implement the following remedial procedures.

We are planning on implementing measures designed to improve our internal control over financial

reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening

supervisory reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial

consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance

While we are implementing these measures, we

cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all,

or prevent restatements of our financial statements in the future.

If we are unable to successfully remediate our material weaknesses,

or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely

affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the

market price of our common stock may decline as a result.

In accordance with the provisions of the JOBS

Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal

control over financial reporting as of March 31, 2024, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley

Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses.

Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under

Section 404 of the Sarbanes-Oxley Act.

control over financial reporting as of September 30, 2024.

Accordingly, we cannot assure you that we have identified all, or that we

will not in the future have additional, material weaknesses.

Material weaknesses may still exist when we report on the effectiveness

of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act.

Inherent Limitations on Effectiveness of

11 unchanged sentences

can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls

is also 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 conditions;

over time, controls may become inadequate because of changes

in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and not be detected.

Additionally, controls can be circumvented by the

individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system

of controls is also 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 conditions;

over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

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