Item 4. Controls and Procedures
Item 4: Controls and Procedures
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 1934
Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’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 under the 1934 Act is accumulated and communicated to management, including our principal
executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, under the direction of our Chief Executive
Officer (who is our principal executive officer), and Chief Financial Officer (who is our principal accounting officer) has evaluated
the effectiveness of our disclosure controls and procedures as required by 1934 Act Rule 13a-15(b) as of June 30, 2025 (the end of the
period covered by this report). Based on that evaluation, our principal executive officer and our principal accounting officer concluded
that these disclosure controls and procedures are not effective as of June 30, 2025 to provide reasonable assurance that information required
to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to management,
including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure and are
not effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods
specified by the SEC’s rules and forms.
The Company, including its Chief Executive Officer
and Chief Financial Officer, does not expect that its internal controls and procedures will prevent or detect all error and all fraud.
A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met.
Internal Control Over Financial Reporting
There were no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the six-months ended
June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Other than previously reported, the Company and its
management are not aware of any regulatory or legal proceedings or investigations pending involving the Company, any of its subsidiaries
or affiliates, or any of their respective officers, directors or employees.
Item
1A. Risk Factors
As a “smaller reporting company” as defined
by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors
are set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 28, 2025.
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.