Item 4. Controls and Procedures
Item 4. Controls and Procedures
Disclosure
Controls and Procedures
Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal interim financial officer, respectively,
evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures
designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective due to a material weakness in our internal
control over financial reporting. Specifically, we currently lack sufficient accounting personnel with the appropriate level of knowledge,
experience and training in U.S. GAAP and SEC reporting requirements.
We have taken, and are taking, certain actions
to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside consultant with U.S. GAAP knowledge
and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to
ensure that our financial statements are prepared in accordance with U.S. GAAP. We have adopted and are continuously implementing policies,
procedures and practices recommended in the report of the consultant and have arranged training of internal control for our employees
and management on disclosure controls and procedures. We believe the measures described above will remediate the material weakness
from the quarter identified above. The Company continues to make efforts to implementing its existing and newly adopted procedures to
improve our disclosure controls and internal controls over financing reporting. As we continue to evaluate and work to improve our internal
control over financial reporting, we may determine that additional measures.
Changes
to Internal Control over Financial Reporting
Other than discussed above, there were no changes
in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during
the period covered by this report 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
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.