Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Management’s
Quarterly Report on Internal Control Over Financial Reporting
We
maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure
that material information relating to us is made known to the officers who certify our financial reports and to other members of senior
management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be
disclosed in our reports that are filed or submitted under the Exchange Act are 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 an issuer 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,
or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management,
with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness, as of June 30,
2026, of our disclosure controls and procedures. We do acknowledge that the internal controls over financial reporting were not
effective as of December 31, 2025, as a material weakness related to the financial reporting of the IM Telecom sales transaction in
2024 was disclosed and financial statements were restated. More recently we discovered certain prior year adjustments to stock
option expense, and we continue to take steps to remediate any specific disclosure controls and procedures that have been
ineffective and will take the necessary steps over the upcoming quarterly reporting periods to render future evaluations of controls
as effective. As such, based upon the evaluation of prior reporting periods, our Chief Executive Officer and Chief Financial Officer
have concluded that disclosure controls and procedures were ineffective as of the quarter ended June 30, 2026.
21
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
Not
required; however, see Part I, Item 1A. Risk Factors, commencing on page ten (10) of our 2025 10-K for the year ended December 31, 2025,
filed with the SEC on April 16, 2026, for a list of Risk Factors, which Annual Report can be accessed by Hyperlink in Part II-Other Information,
in Item 6, Exhibits, hereof.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None;
not applicable.
Item
3. Defaults upon Senior Securities
None;
not applicable.
Item
4. Mine Safety Disclosure
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.