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 September 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, second or
third quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
35
PART
II. OTHER INFORMATION
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