Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Form
10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of
the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including
our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the
evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls
and procedures were not effective.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis. We identified the following material
weakness as of March 31, 2026: insufficient personnel resources within the accounting function to segregate the duties over financial
transaction processing and reporting.
To remediate the material weakness, management
intends to implement the following measures during 2026, as the Company’s resources and financial means allow:
● Add additional accounting personnel or outside consultants to properly segregate duties and to effect timely, accurate preparation
of the financial statements; and
● Continue the development of adequate written accounting policies and procedures.
The additional hiring is contingent upon our efforts to obtain additional
funding and the results of our operations.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting
or in other factors that could affect these controls during the three months ended March 31, 2026 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any pending legal
proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to
various claims and legal actions arising in the ordinary course of business from time to time.
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.