Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the
participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange
Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure
controls and procedures were not effective as of March 31, 2024, due to the material weaknesses resulting from the Board of Directors
not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii)
of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our
financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 17, 2024, for a complete discussion
relating to the foregoing evaluation of Disclosures and Procedures.
Changes
in Internal Control over Financial Reporting
Our
management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal
controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
PART
II—OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is presently not involved
in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated
financial position or results of operations.
Item
1A. Risk Factors.
There
have been no material changes in the Company’s risk factors from those previously disclosed in our Annual Report on Form 10-K for
the year ended December 31, 2023.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.