Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures and
Changes in Internal Control over Financial Reporting
We maintain a set of disclosure controls and procedures
designed to ensure that material information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and that material information is accumulated and communicated
to our management, including our chief executive officer, who serves as our principal executive officer, and our chief financial officer,
who serves as our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Under the supervision, and with the participation
of our management, including our chief executive officer and our chief financial officer, we conducted an evaluation of the effectiveness,
as of March 31, 2023, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended, or the Exchange Act. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and
principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon such evaluation, our chief executive
officer and our chief financial officer have concluded that, as of March 31, 2023, our disclosure controls and procedures were, and continue
to be, ineffective because of the material weaknesses in our internal control over financial reporting due to a lack of segregation of
duties and the lack of formal documentation of our control environment.
In light of the material weakness described above,
we continue to perform additional analysis and other post-closing procedures to ensure our financial statements are prepared in accordance
with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our
financial condition, results of operations and cash flows for the periods presented. Additional experienced personnel will be hired in
the accounting and finance department, appropriate consultants will be retained, and our accounting system will be upgraded as soon as
it becomes economically feasible and sustainable.
Other than as described above, there has been no
change in our internal control over financial reporting during our most recent calendar quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
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.