Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer), conducted 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 as of September 30, 2025.
Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the quarter ended September 30, 2025, our disclosure controls and procedures were not effective due to the material weaknesses described below.
Management has identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis. The Company identified material weaknesses in its internal controls related to the Company related to: (1) the lack of a formalized control environment and oversite of controls over financial reporting and (2) having inadequate segregation of duties due to the size of the Company’s staff.
After identifying the material weaknesses, we have commenced our remediation efforts by taking the following steps:
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We are in the process of designing formal written policies and procedures regarding internal controls over financial reporting.
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We are increasing communication with our personnel and third-party professionals with whom we consult regarding complex accounting applications.
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We are evaluating the need for additional qualified personnel.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that materially affected, or was reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
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.