Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, as of December 31, 2024, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange
Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that,
based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure
that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed,
summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that
our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer
and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Our internal controls and procedures are not effective for
the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised
of only one person, who is the Company’s principal executive officer and principal financial officer and, (ii) the Company does
not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting
process.
In order to mitigate the foregoing material weakness, we have
engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP
to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with
GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.
We would need to hire additional staff to provide greater
segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will
continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need
to expand our board to include independent members.
Going forward, we intend to evaluate our processes and procedures
and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there were no changes
in our internal controls over financial reporting that have 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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