Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Application of U.S. GAAP and Disclosure Controls and Procedures
Our
management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, the effectiveness of our (i) controls over the application of U.S. GAAP based on guidance and interpretations issued by the
Financial Accounting Standards Board through the Accounting Standards Codification and Accounting Standards Updates and (ii)
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the
end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of March 31, 2024, our U.S. GAAP reporting and disclosure controls and procedures were not effective in ensuring
that information required to be reported under U.S. GAAP and disclosed by us in the reports that we file or submit under the
Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the rules
and forms of the SEC and (ii) accumulated and communicated to our management, including our principal executive and principal
accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Due to accounting
resource constraints, we have had limited review controls. These constraints have resulted in (i) a lack of segregation of duties
since we have a limited administrative staff, (ii) a lack of internal controls structure review and (iii) a restatement of our
unaudited financial statements as of and for the three and nine month periods ended September 30, 2023. As a result of these
constraints, we had material weaknesses in our internal control over financing reporting as of March 31, 2024.
The
Company’s assessment identified certain material weaknesses which are set forth below:
Functional
Controls and Segregation of Duties
Because
of the Company’s limited resources, there are limited controls over information processing. Additionally, there is inadequate segregation
of duties consistent with control objectives. Our management is composed of a small number of individuals resulting in a situation where
limitations on segregation of duties exist. All responsibility for accounting entries and the creation of financial statements is held
by a single person, though the Company engages multiple accounting consultants for accounting, tax and audit support. To remedy this
situation, we would need to hire additional staff or financial consultant support. We are assessing
our capabilities to hire additional staff to facilitate greater segregation of duties.
Accordingly,
as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility
that a material misstatement of the annual or interim financial statements may not be prevented or detected on a timely basis by the
Company’s internal controls.
Management
believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size.
Management continues to take actions to remedy these weaknesses, including the review of current staff, reassignment of duties, and possible
hiring of additional staff to create the necessary segregation of duties to improve controls over information processing.
Remediation
Plan
We
are starting the process of documenting, reviewing and improving our internal controls and procedures for compliance with Section 404
of the Sarbanes-Oxley Act, which requires annual management assessment of the effectiveness of our internal control over financial reporting.
To comply with the requirements of being a public company, the Company has undertaken various actions, and will take additional actions,
such as remediating the material weaknesses described above, implementing additional internal controls and procedures and hiring internal
audit staff or financial consultants. While we believe that these remediation actions will improve the effectiveness of our internal
control over financial reporting, the material weakness identified will not be considered remediated until the controls operate for a
sufficient period of time, and we cannot assure you that the measures we have taken to date, or any measures we may take in the future
will be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses.
Changes
in Internal Control over Financial Reporting
Other
than the remediation efforts described above, there were no changes in our internal controls over financial reporting during the
quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
28
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.