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 June 30, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were not effective 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 material weaknesses
relating to inadequate accounting resources, a lack of segregation of duties, and the need for a stronger internal control environment.
Management believes these material weaknesses are attributable to the small size of our accounting staff. The small size of our outsourced
accounting staff may prevent us from implementing adequate controls in the future due to the cost and benefit of such remediation.
To mitigate our currently limited resources and
limited number of employees, we rely heavily on direct management oversight of transactions, together 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 our internal control framework.
These material weaknesses could result in a misstatement
of account balances such that there is a reasonable possibility that a material misstatement of our financial statements would not be
prevented or detected on a timely basis. In light of these material weaknesses, we have undertaken the following remediation activities:
●
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
●
Tested key controls to
verify operating effectiveness
●
Documented narratives detailing
enhanced processes and controls
These remediation efforts are ongoing, and the
material weaknesses described above had not been fully remediated as of June 30, 2026. Notwithstanding the material weaknesses, management
believes that our condensed consolidated financial statements for the three and six months ended June 30, 2026 are fairly stated, in
all material respects, in accordance with U.S. GAAP.
Changes in Internal Control Over Financial
Reporting
Except for the remediation activities described
above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
33
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.