Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management has evaluated the effectiveness
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
(the “Exchange Act”)), as of September 30, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of September 30, 2024, our disclosure controls and procedures were ineffective to provide reasonable assurance
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed,
summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and
(b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding any required disclosure.
Management has identified control deficiencies
regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.
Our management believes that these material weaknesses are due to the small size of our accounting staff. The small size of our accounting
outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.
To mitigate the current limited resources and
limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting
professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties
within the internal control framework.
These control deficiencies could result in a misstatement
of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be
prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order
to conclude that our financial statements for the quarter ended September 30, 2024, included in this Quarterly Report on Form 10-Q were
fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements
for the quarter ended September 30, 2024, are fairly stated, in all material respects, in accordance with GAAP.
Changes in Internal Control Over Financial
Reporting
There were no changes in our internal control
over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
20
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
As
a smaller reporting company, we are not required to make disclosures under this Item.
Item
2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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.