Item 4. Controls and Procedures
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,”
as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed
in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation
of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as
of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and
principal financial officer concluded that as of June 30, 2024, our disclosure controls and procedures were not effective.
The ineffectiveness of our disclosure controls
and procedures was due to the following material weaknesses which we identified in our internal control over financial reporting: (1)
the lack of multiples levels of management review on complex accounting and financial reporting issues, (2) we had not implemented adequate
system and manual controls, and (3) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial
reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation
of accounting systems. Until such time as we expand our staff to include additional accounting personnel and hire a full-time chief financial
officer, it is likely we will continue to report material weaknesses in our internal control over financial reporting.
Changes in Internal Control
There were no changes in our internal control
over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company, the Company is
not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2023, as updated from time to time.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
None.
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.