Item 4. Controls and Procedures
Item 4. Controls and
Procedures
Evaluation of Disclosure Controls and Procedures
Our management has 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 (the “Exchange Act”)), as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were ineffective to provide reasonable assurance
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed,
summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and
(b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding any required disclosure.
Management has identified control deficiencies
regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.
Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff.
The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit
of such remediation.
To mitigate the current limited resources
and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting
professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties
within the internal control framework.
These control deficiencies could result in
a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements
may not be prevented or detected on a timely basis. In light of this material weakness, we have made the following improvements:
●
Conducted a risk assessment to identify gaps in internal controls over financial reporting
●
Enhanced existing controls and implemented new controls as needed to address control gaps effective
March 31, 2026
●
Tested key controls to verify operating effectiveness as of March 31, 2026
●
Documented narratives detailing enhanced processes and controls
Accordingly, management believes that our
financial statements for the quarter ended March 31, 2026 are fairly stated, in all material respects, in accordance with GAAP.
Changes in Internal Control Over Financial
Reporting
Except for the changes described above related
to the implementation and enhancement of controls and documentation, there were no other changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
28
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company, we are not
required to make disclosures under this Item.
Item 2. Unregistered
Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
All information required by Item 701 of Regulation
S-K has previously been included in a Current Report on Form 8-K.
Item 3. Defaults Upon
Senior Securities
None.
Item 4. Mine Safety
Disclosures
Not applicable.
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.