Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Inherent Limitations on Effectiveness of Controls
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 or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only
reasonable, not absolute, assurance that the control system’s objectives will be met. 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. Further, because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed
to ensure that information we are required to disclose in reports 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, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance.
Our management, with the participation of our
chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on this evaluation,
management, including our chief executive officer and our chief financial officer, concluded that as of December 31, 2025, our disclosure
controls and procedures were not effective. Our current staffing resources in our finance department are insufficient to support the complexity
of our financial reporting requirements. As a result, we have had an inadequate level of precision, evidence or timeliness in the performance
of review controls.
Our management team is in the process of implementing
remediation measures. As of this filing, we have hired a chief financial officer with public company financial reporting experience. The
chief financial officer initiated a review of our disclosure controls and procedures, began implementing enhanced documentation standards
and started recruiting additional accounting personnel. While our disclosure controls and procedures remained ineffective as of December
31, 2025, these steps represent progress toward remediation. Management expects that these actions will strengthen our control environment
and improve the effectiveness of our disclosure controls and procedures over time.
Changes in Internal Control over Financial
Reporting
There were no other changes in our internal control
over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended
December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
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.