Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of
March 31, 2025, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision and
with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Disclosure
controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or
submitted 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 and
chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
Based
on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2025, our disclosure controls
and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed in Item
9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2024, under the heading “Management’s
Annual Report on Internal Control Over Financial Reporting”.
Limitations on Effectiveness of Controls and Procedures
In designing
and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that
there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and
procedures relative to their costs.
Changes in Internal Control over Financial Reporting
During the quarter ended March
31, 2025, management continued to commit resources to the remediation of the material weaknesses reported in the Company’s Form
10-K for the fiscal year ended December 31, 2024.
Except
for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended March
31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
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