Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be
disclosed in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal
executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)under the Exchange Act.
Based upon that evaluation, as of March 31, 2026, our principal executive officer and principal financial officer concluded that our disclosure
controls and procedures were not effective due to the material weakness in our internal controls.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Material Weaknesses in Internal Controls
During the period ended March 31, 2026, due to
staffing and resource constraints, the Company required significant additional effort to close the books and records, and record appropriate
account adjustments. As such, information technology, business processes and financial reporting controls were deemed to be ineffective
due to (a) the lack of personnel to ensure the books and records are closed accurately and on a timely basis, (b) lack of sufficient review
over the accounting for certain transactions recorded at fair value, (c) the lack of appropriate segregation of duties, (d) certain general
information technology control deficiencies regarding user access provisioning and administrative access review, and (e) insufficient
documentation to support and evidence the design and implementation of controls.
Remedial Actions
As a result, our management performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America. Management understands that the accounting standards applicable to our financial statements
are complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with respect
to accounting issues and remediate this material weakness. The Company has engaged an outside consulting firm to assist in the closing
process to ensure that steps are taken to remediate the control environment and to specifically improve the timeliness and accuracy of
its financial reporting process. Additionally, the Company is planning to implement certain information technology related changes over
the year ending December 31, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting for the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Limitations on Effectiveness of Controls
Our management does not expect that our disclosure
controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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, within our company have been detected.
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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.