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 March 31, 2026, 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 internal control training
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 implement 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 are necessary.
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.