Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are controls
and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal
executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing
and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control
systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide
reasonable, not absolute, assurance that the above objectives have been met.
The Company’s management, including its Chief Executive Officer
and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by
this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of
March 31, 2024, that the disclosure controls and procedures are not effective due to lack of segregation of duties as a result of limited
personnel and insufficient written policies and procedures for accounting, information technology and financial reporting.
There have not been any changes in the Company’s
internal control over financial reporting that occurred during the first quarter of 2024 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
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