Item 4. Controls and Procedures
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We have established disclosure controls and procedures
that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act
of 1934, as amended (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, as such, is accumulated and communicated to our Chief Executive
Officer, Dennis O’Leary, who serves as our principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure. Mr. O’Leary, evaluated the effectiveness of our disclosure controls and procedures,
as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2024. Based on his evaluation, Mr. O’Leary concluded that the
Company’s disclosure controls and procedures were not effective as of March 31, 2024.
Changes in Internal Control Over Financial
Reporting
Our management is responsible for establishing
and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, management conducted an
evaluation of internal controls based on criteria established in 2013 Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“ COSO ”). The results of this evaluation determined that our
internal control over financial reporting was ineffective as of December 31, 2023, due to material weaknesses. A material weakness in
internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal
control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible
for oversight of our financial reporting.
Management’s assessment identified the following
material weaknesses in internal control over financial reporting:
·
The small size of our company limits our ability to achieve the desired level of separation of duties to achieve effective internal controls over financial reporting. We do not have a separate CEO and CFO, to review and oversee our financial policies and procedures, which does achieve a degree of separation. However, until such time as we are able to hire a controller, we do not believe we meet the full requirement for separation.
·
We do not have an audit committee.
·
We have not achieved the desired level of documentation of our internal controls and procedures. This documentation will be strengthened through utilizing a third-party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring.
·
We have not achieved the desired level of corporate governance to ensure that our accounting for all of our contractual and other agreements is in accordance with all of the relevant terms and conditions.
As a result of the material weaknesses in internal
control over financial reporting described above, our management has concluded that, as of March 31, 2024, our internal control over financial
reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.
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We will continue to follow the standards for the
Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:
·
Pertain to the maintenance of records in reasonable detail accurately that fairly reflect the transactions and dispositions of our assets;
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Despite the material weaknesses in financial reporting
noted above, we believe that our financial statements included in this report fairly present our financial position, results of operations
and cash flows as of and for the years presented in all material respects.
Changes in Internal Controls
There were no changes in our internal control
over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
We have taken limited steps to meet our Sarbanes-Oxley
(SOX) Section 404 compliance requirements and implement procedures to assure financial reports are prepared in accordance with generally
accepted accounting principles (GAAP) and therefore fairly represent the results and condition of the Company. We are not materially compliant
with the Section 404 requirements due to economic constraints.
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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.