Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required
to be disclosed by us in our periodic reports filed or submitted under the Exchange Act are 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 us in the reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
Under the supervision and with the participation of our management
team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures,
as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as
of June 30, 2026. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:
●
The relatively small number of employees who are responsible
for accounting functions prevents us from segregating duties within our internal control system.
●
Our internal financial staff lacks expertise in identifying and addressing
complex accounting issue under U.S. Generally Accepted Accounting Principles.
●
Our Chief Financial Officer
is not familiar with the accounting and reporting requirements of a U.S. public company.
●
We have not developed sufficient documentation concerning
our existing financial processes, risk assessment and internal controls.
Based
on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure
controls and procedures were not effective as of June 30, 2026 for the purposes described in this paragraph.
Changes
in Internal Control over Financial Reporting
No
changes in the Company’s internal control over financial reporting came to management’s attention during the quarter ended
June 30, 2026 that have materially affected, or are likely to materially affect, the Company’s internal control over financial
reporting.
6
PART
II – OTHER INFORMATION
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