Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the
participation of the principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended, or Exchange
Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.
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Our Chief Financial Officer
is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of,
our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board, senior management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. GAAP.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may
from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Our disclosure controls and
procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because
of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any,
within a company have been detected.
Under the supervision and
with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of
the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated
Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, because of certain material weaknesses
in our internal controls over financial reporting, our disclosure controls and procedures were not effective as of September 30, 2025.
The material weaknesses relate to a lack of segregation of duties between accounting and other functions and the absence of sufficient
depth of in-house accounting personnel with the ability to properly account for complex transactions.
Notwithstanding the control
deficiencies described in this section, we have performed additional analyses and other procedures to enable management to conclude that
our consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial
condition and results of operations as of and for the nine months ended September 30, 2025.
Limitations on Effectiveness of Controls and
Procedures
In designing and evaluating the disclosure controls
and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure
controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that
management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control
Over Financial Reporting
Except with respect to the
above, during the quarter ended September 30 , 2025, there were no additional changes in our
internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
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.