Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under Exchange Act. In designing
and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures
are met. The design of any disclosure controls and procedures also is 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.
Based on their evaluations as of June 30, 2026, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure
controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities
and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding
required disclosure as a result of continuing material weaknesses in our internal control over financial reporting described below. A
material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement
of annual or interim financial statements will not be prevented or detected.
Our
management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of the design
and operations of our disclosure controls and procedures (defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) as of June 30, 2026
and based upon the such evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due
to the material weaknesses set forth below.
●
Insufficient
number and lack of qualified accounting department and administrative personnel and support;
●
Insufficient
written policies and procedures to ensure the correct application of accounting and financial reporting with respect to GAAP and
SEC disclosure requirements;
●
Insufficient
segregation of duties, oversight of work performed and lack of controls in our finance and accounting functions due to limited personnel;
●
Company’s
systems that impact financial information and disclosures have ineffective information technology controls;
●
Inadequate
controls surrounding revenue recognition, to ensure that all material transactions and developments impacting the financial statements
are reflected and properly recorded; and
●
Evaluation
of disclosure controls and procedures was not sufficiently comprehensive due to limited personnel.
Subject
to sufficient resources, management expects to remediate the material weaknesses identified above as follows:
●
Management
has leveraged and will continue to leverage experienced consultants to assist with ongoing GAAP and SEC compliance requirements.
We intend to expand our finance department through the hiring of a certified public accountant to strengthen the segregation of duties,
internal controls and enhance our current staff.
●
Segregation
of duties is being analyzed and adjusted Company-wide, where possible. The Company intends to hire additional personnel in the accounting
department, as well as the documentation of controls and procedures.
●
The
Company plans on evaluating various accounting systems to enhance its system controls.
We
will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis and are
committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not,
however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added to our accounting
and administrative staff allowing improved internal control over financial reporting.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially
affected or are reasonably likely to materially affect, our internal control over financial reporting.
27
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There
are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record
or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material
interest adverse to us.
ITEM
1A. RISK FACTORS
The
Company is a smaller reporting company and is not required to provide this 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.