Item 4. Controls and Procedures
Item
4 – Controls and Procedures
Evaluation
of Disclosure 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.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls
and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective at a reasonable assurance level ,
due to the material weaknesses in our internal controls as a result of the lack of segregation of duties within account processes due
to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.
Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect
the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations
in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we
have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based
partly on 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.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
22
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.