Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed
to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted
under the Exchange Act are processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management
team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures,
as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as
of March 31, 2025. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:
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The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.
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Our internal financial staff lack expertise in identifying and addressing complex accounting issue under U.S. Generally Accepted Accounting Principles.
●
Our Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company.
●
We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls.
Based on their evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the Company’s system of disclosure controls and procedures were not effective as of March 31, 2025 for the
purposes described in this paragraph.
Changes in Internal Control over Financial
Reporting
No changes in the Company’s internal control over financial reporting
came to management’s attention during the quarter ended March 31, 2025 that have materially affected, or are likely to materially
affect, the Company’s internal control over financial reporting.
6
PART II – OTHER INFORMATION
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