Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act”) that are designed
to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer,
as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation under the supervision and with
the participation of 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 of March 31, 2026, the end of the period covered by this report. Based
on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure
controls and procedures were not effective as of March 31, 2026 due to the material weakness in our internal controls over financial reporting,
including our failure to design and maintain formal accounting policies, processes, and controls to analyze, and account for complex transactions
as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as 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 officer and principal financial officer and effected by the
Board, 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 GAAP and includes those policies and procedures that:
●
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
●
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and
●
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of inherent limitations, our internal control over
financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. 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.
13
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial
reporting during the first quarter of 2026, which were identified in connection with management’s evaluation required by paragraph
(d) of Rules 13a-15 and 15d-15 under the Exchange Act, which have materially affected, or are reasonable likely to materially affect,
our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
For information regarding risk
factors, see “ Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the
year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
N/A
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.