Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain “disclosure
controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation
of our principal executive officer and principal accounting and financial officer, has 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 Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal accounting and financial
officer has concluded that as of March 31, 2025, our disclosure controls and procedures were not effective as of such date as a result
of material weaknesses in our internal control over financial reporting due to inadequate segregation of duties within account processes
due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping.
Under the direction of our principal executive officer and principal financial and accounting officer, we are developing a plan to remediate
the material weaknesses.
Changes in Internal Control over Financial Reporting
There was no change in our internal
control over financial reporting during our most recent fiscal quarter that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures
are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that
our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and
operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the Company have been detected.
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.