Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2024. This evaluation
was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls
and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
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 the company’s
annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material
weaknesses which have caused management to conclude that, as of June 30, 2024, our disclosure controls and procedures were not effective:
(i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting
and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Remediation Plan to Address the Material Weaknesses in Internal Control
over Financial Reporting
Our company plans to take steps to enhance and improve the design of our
internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to
remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our
fiscal year ending December 31, 2024: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective
risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts
set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are
unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting
during the three months ended June 30, 2024 that have materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.
10
Table of Contents
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of
any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities
are adverse to us or have a material interest adverse to us.
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.