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You disclose that you did not provide management's assessment of internal control over financial reporting ("ICFR") due to a transition period established by the Commission. Instruction 1 to Item 308 of Regulation S-K permits management to exclude its assessment of ICFR only in its first annual report filing and this is your second Form 10-K.

Rest of the question

Accordingly, please amend your Form 10-K to include management’s report on ICFR as of December 31, 2024, which should comply with the requirements of Item 308(a) of Regulation S-K. As it relates to your assessment, we note your disclosure concluding ineffectiveness of disclosure controls and procedures and the existence of a material weakness. The amended filing should also include updated and complete certifications pursuant to Item 601(b)(31), including ICFR language, and Item 601(b)(32) of Regulation S-K. For example, we note that your currently filed certifications omit certification 4(b) of Item 601(b)(31). In addition, ensure compliance in your future filings on both Forms 10-K and 10-Q. To the extent needed, please also refer to the Division of Corporation Finance: Sarbanes- Oxley Act of 2002 - Frequently Asked Questions pertaining to Section 302. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company acknowledges the Staff’s comment and advises the Staff that the Company has concurrently filed Amendment No. 1 on Form 10-K/A to amend its Original 10-K to address the Staff’s comment.

The Company further advises the Staff that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 contains disclosure and certifications consistent with the Staff’s comment, and the Company will ensure compliance in its future filings on Forms 10-K and 10-Q.

We hope that the foregoing has been responsive to the Staff’s comments.

Rest of the answer

Please direct any questions or comments regarding the foregoing to Ross D. Carmel, Esq. of Sichenzia Ross

Ference Carmel LLP at (646) 838-1310 or Joseph Onorati, Chief Executive Officer to the Company at (408) 256-0347.

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