Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of March 31, 2026, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision
and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls
and procedures (as defined in 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Based
on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2026, our disclosure controls
and procedures were not effective due to the material weakness in our internal control over financial reporting as discussed in Item
9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2025, under the heading “Management’s
Annual Report on Internal Control Over Financial Reporting”.
Limitations
on Effectiveness of Controls and Procedures
In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must
reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of
possible controls and procedures relative to their costs.
Changes
in Internal Control over Financial Reporting
During
the quarter ended March 31, 2026, management continued to commit effort and resources to the remediation of the material weakness reported
in the Company’s Form 10-K for the fiscal year ended December 31, 2025.
Except
for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended March
31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART
II - OTHER INFORMATION
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