Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in
our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure
Evaluation
of Disclosure Controls and Procedures
Based
on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Chief Executive
Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act were not effective as of March 31, 2026, due to a material weakness in internal control over financial
reporting related to (i) inadequate segregation of duties and effective risk assessment and (ii) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and application of both GAAP and SEC guidelines.
Remediation
Plan for Material Weakness
The
Company, with oversight from our Audit Committee, is in the process of developing and implementing its remediation plan specific to the
material weakness, which is expected to include the adequate segregation of duties, effective risk assessment and implementation of written
policies and procedures for accounting and financial reporting. However, the material weakness will not be considered remediated until
the applicable remedial controls operate for a sufficient period of time, and management has concluded, through testing, that the related
controls are operating effectively.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in the Exchange Act) that occurred during the
quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
28
PART
II - OTHER INFORMATION
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