Item 4. Controls and Procedures
Item
4. Controls and Procedures.
The
Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’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 the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An
assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the
design and operation of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this report. Based
on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of June 30, 2026 to ensure
that information required to be disclosed in the 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.
Management’s
conclusion was based on the material weaknesses in internal control over financial reporting described in Item 9A of the Company’s
Annual Report on Form 10-KT filed with the Securities and Exchange Commission on April 15, 2026, which had not been remediated as of
June 30, 2026.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal controls over financial reporting that occurred during the period ended June 30, 2026, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
17
PART
II – OTHER INFORMATION
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