Item 4. Controls and Procedures
Item
4 – Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, 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 in our reports filed or submitted 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.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based upon their evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls
and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due solely to the material weakness in our internal control over financial reporting related to
the Company’s lack of qualified SEC reporting professional. As a result, we performed additional analysis as deemed necessary to
ensure that our financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements
included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the
periods presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our
internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and
related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party
professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite
experience and training to supplement existing accounting professionals.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
16
Part
II - Other Information
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