Item 4. Controls and Procedures
Item
4. Controls and Procedures Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures
designed to ensure that information required to be disclosed in our reports filed or submitted 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 in our reports filed or submitted
under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer
(together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.
Under the supervision and with the participation of our management,
including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded
that our disclosure controls and procedures were not effective as of the end of the quarterly period ended March 31, 2026, due to the lack
of segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting,
IT and financial reporting and recordkeeping.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over
financial reporting that occurred during the quarterly period ended March 31, 2026 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
19
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company the Company is not required to provide the
information required by this item.
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.