Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow for timely decisions regarding required disclosure.
As of December 31, 2024, our
management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our management
concluded that our internal controls over financial reporting were not effective because, among other things, our controls related to the financial statements closing process
were not adequately designed or appropriately implemented to identify material misstatements in our financial reporting on a timely basis.
Management has evaluated remediation plans to address these deficiencies and is implementing changes to address the material weakness
identified, including hiring additional accountants and consultants and implementing controls and procedures over the financial reporting
process.
Changes in Internal Controls
There have been no changes
in our internal controls over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected,
or are reasonably likely to materially affect, our internal controls over financial reporting.
UHY LLP, our independent registered
public accounting firm, is not required to and has not provided an assessment concerning the design or effectiveness of our internal controls
over financial reporting.
46
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We
are not presently party to any pending or threatened legal proceedings or claims that we believe will have a material adverse effect on
our business, financial condition, or operating results, although from time to time, we may become involved in legal proceedings in the
ordinary course of business.
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.