Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of management, including our chief
executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon
that evaluation, management concluded that our disclosure controls and procedures were not effective as of March 31, 2026, to provide
reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such
information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
In
designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a
control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls
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.
Changes
in Internal Control over Financial Reporting
There
has been no change in our internal control over financial reporting during the quarter ended March 31, 2026, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
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