Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined
in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to
ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”)
and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive
and financial officers, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), with assistance from other members of management, have
evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, and based on their evaluation, have
concluded that our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal
control over financial reporting, described below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over
financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15
under the Exchange Act that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of
Disclosure Controls and Procedures
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent
all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or
more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance
with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected.
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PART
II. OTHER INFORMATION