Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) are controls and other procedures that are 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
rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the
inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.
Our
management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended),
as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded as of March 31, 2026, that the disclosure controls and procedures are not effective due to inadequate
segregation of duties as a result of limited personnel and insufficient written policies and procedures for accounting, information technology
and financial reporting (no control procedures in place) and insufficient number of personnel with appropriate levels of accounting knowledge
and experience in U.S. GAAP.
There
have been no changes in our internal control over financial reporting during the three months ended March 31, 2026 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
33
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings.
We
are not currently a party to any pending or threatened legal proceedings.
See
also Note 6 to our consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated
herein by reference.
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.