Item 4. Controls and Procedures
Item
4 . Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer,
we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934
Rule 13(a)-15(e). Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be
disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported
on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management,
as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures
as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls
and procedures were not effective at the reasonable assurance level.
Management
has identified the following material weakness in our internal control over financial reporting:
Management
has concluded that there is a material weakness due to the control environment. The control environment is impacted due to the Company’s
inadequate segregation of duties, primarily information technology control activities.
Management
recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect
material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of
changes in conditions, such as those that occurred as a result of the business combination, or due to deterioration in the degree of
compliance with our established policies and procedures.
In
an effort to remediate the identified material weakness and enhance our internal control over financial reporting, we will fully engage
our information technology personnel to help ensure that we are able to properly implement internal control procedures.
This
report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Changes
in Internal Control over Financial Reporting
None.
18
PART
II- OTHER INFORMATION
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