Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures.
The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s
internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer
and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
With
respect to the period ended March 31, 2024, under the supervision and with the participation of our management, we conducted an evaluation
of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934.
Based
upon our evaluation regarding the period ended March 31, 2024, the Company’s management, including its Principal Executive Officer,
has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and
lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee, lack of a majority
of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal
controls and procedures; and management is dominated by two individuals, without adequate compensating controls. However, management
believes the financial statements and other information presented herewith are materially correct.
Our
management assessed the effectiveness of our internal control over financial reporting as of March 31, 2024. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management
identified material weaknesses related to: (i) our internal audit functions; (ii) a lack of segregation of duties within accounting functions;
and the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of March
31, 2024, we did not maintain effective internal control over financial reporting.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting
duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure
that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.
With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness
of these steps and make any changes that our management deems appropriate.
A
material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or
combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that
has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
PART
II – OTHER INFORMATION
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