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 June 30, 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 and second 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
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.