Item 4. Controls and Procedures
Item
4. Controls and Procedures
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure
controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed
by the registrant in the reports that it files or submits under the Exchange Act is properly recorded, processed, summarized and reported,
within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include processes to accumulate and
evaluate relevant information and communicate such information to a registrant’s management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
As
of December 31, 2024, our management, including our Chief Executive and Chief Financial Officers evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act. Based on the evaluation described
above, the company concluded that there was a material weakness in our disclosure controls and procedures. These controls and procedures
are based on the definition of disclosure controls and procedures in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange
Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.
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As
a result of the review by the CFO and CEO, the material weakness was identified as listed below.
●
In connection with the audit of our 2024 and 2023 consolidated
financial statements, management identified a material weakness that exists because we did not maintain effective controls over our
financial close and reporting process, and has concluded that the financial close and reporting process needs additional formal procedures
to ensure that appropriate reviews occur on all financial reporting analysis. Management has designed and implemented updated control
procedures that we believe will mitigate this material weakness and is monitoring these procedures for effectiveness.
Because
of the material weaknesses described above, our management was unable to conclude that our internal control over financial reporting
was effective as of the end of period to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
Notwithstanding
the material weaknesses described above, our management, including our Chief Executive Officer and Chief Financial Officer, believes
that the consolidated financial statements contained in this Report on Form 10-Q fairly present, in all material respects, our financial
condition, results of operations and cash flows for the interim fiscal periods presented in conformity with U.S. generally accepted accounting
principles. In addition, the material weakness described did not result in the restatements of any of our audited or unaudited consolidated
financial statements or disclosures for any previously reported periods.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except
for the actions described above that were taken to address the material weaknesses, there were no changes in our internal controls during
the period ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
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PART
II. OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, the Company may be involved in various legal proceedings or may be subject to claims that arise in the ordinary course
of business. The outcome of any such claims or proceedings cannot be predicted with certainty. As of the date of this filing, management
is not aware of any such claims against the Company.
Item
1A. Risk Factors
Not
applicable to smaller reporting companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the period covered by this report, we have not issued any unregistered shares.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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.