Item 4. Controls and Procedures
Item
4. Controls and Procedures.
9
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
“Exchange Act”), 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 Securities
and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on the evaluation
of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for
the reasons discussed below.
A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented
or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30,
2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.
We do not have an Audit
Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee,
including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently
the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent
of management to provide the necessary oversight over management’s activities.
2.
We did not maintain appropriate
cash controls – As of September 30, 2025, the Company has not maintained sufficient internal controls over financial reporting
for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s
bank accounts.
Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
Our
management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to
the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within our company have been detected.
Changes
in Internal Controls over Financial Reporting
There
has been no change in our internal control over financial reporting during the three and nine months ended September 30, 2025, that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
Item
1. LEGAL PROCEEDINGS
There
are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse
party or has a material interest adverse to our interest.
10
Item
1A. RISK FACTORS
Not
applicable for smaller reporting companies.
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.