Item 4. Controls and Procedures
ITEM 4.
CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
Our
Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures”
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual
Report on Form 10-K (the “Evaluation Date”), concluded that as of the Evaluation Date, our disclosure controls and procedures
were not effective 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 Securities and Exchange Commission
rules and forms.
Based
on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as
of June 30, 2026, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures
were not effective 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 SEC 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.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting during the Three Months ended June 30, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent
Limitations on Effectiveness of Controls
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal
control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented
or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of
the financial reporting process.
Changes
in Disclosure Controls and Procedures
None
27
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.