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 March 31, 2025, 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 three months ended March 31, 2025,
we have continued to strengthen our internal controls including the implementation of NetSuite financials for our financial and transaction
reporting. This includes certain segregation of duties including the creation of purchase orders by our purchasing team that is approved
in accordance with our authorization matrix, the receipt of inventory in NetSuite by our operations team in Orlando, FL, and dual approvals
of all outgoing cash payments. As the implementation of NetSuite occurred, we experienced changes to our processes and procedures which
in turn, resulted in changes to our internal control over financial reporting. We expect NetSuite to strengthen our internal financial
controls. Management will continue to evaluate and monitor our internal controls as processes and procedures in each of the affected areas
evolve and plan to document our internal control framework and related activities.
Other than as discussed above, there have been
no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the
three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting. In addition, we have an ongoing search for a controller to support our finance and accounting team.
29
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.
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.