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.
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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.