Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision
and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange
Act”) as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal
Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2024, were not effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms because of a material weakness in the Company’s
internal control over financial reporting. Specifically, the Company did not maintain effective controls, segregation of duties, and
procedures to support the identification of, accounting for, and the evaluation and disclosure of certain transactions, as limited individuals,
either the Principal Executive Officer or Principal Financial Officer, initiates all transactions and they also review, evaluate, and
approve these same transactions.
Changes in Internal Control Over Financial
Reporting
During the nine months ended September 30, 2024,
we have:
·
Continued to strengthen our internal policies,
processes, and reviews, including drafting of related documentation thereof;
·
Engaged outside consultants to ensure that
appropriate level of knowledge and experience is applied based on the risk and complexity of the transactions and tasks under review;
·
Hired additional accounting staff to provide
additional segregation of duties within accounting functions;
·
Started internal control documentation along
with the engagement of outside consultants to assist in the design, implementation, and documentation of internal controls to address
relevant risks;
·
Implemented the initial phase of an ERP
and financial accounting system and added additional systematic internal controls and timely recording of transactions. We will continue
to build out and expand the functionality of our ERP system and build in additional automation and controls.
The process of implementing an effective financial
reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.
As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions
to address control deficiencies or modify certain of the remediation measures described above.
While progress has been made to enhance our internal
control over financial reporting, we are still in the process of implementing these processes, procedures and controls. Additional time
is required to complete implementation and to assess and ensure the sustainability of these procedures. There have been no changes in
our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the nine months
ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting, other than the activities described above.
35
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
From time to time, we may become involved in
legal proceedings arising in the ordinary course of our business. We are not currently aware of any such proceedings or claims that we
believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
Item 1A.
Risk Factors
In addition to the information
set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in
Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.
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.