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
of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits
under the Exchange Act is properly recorded, processed, summarized and reported, within the time periods specified in the SEC rules and
forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information
to a registrant’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure.
As of December 31, 2024, our management, including our Chief Executive
and Chief Financial Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as required
by Rule 13a-15 of the Exchange Act. Based on the evaluation described above, the Company concluded that there was a material weakness
in our disclosure controls and procedures. These controls and procedures are based on the definition of disclosure controls and procedures
in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act. 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.
As a result of the review by the CFO and CEO, the material weakness
was identified as listed below.
● In connection with the audit of our 2024 consolidated
financial statements, management identified a material weakness that exists because we did not maintain effective controls over our financial
close and reporting process, and has concluded that the financial close and reporting process needs additional formal procedures to ensure
that appropriate reviews occur on all financial reporting analysis. Management has designed and implemented updated control procedures
that we believe will mitigate this material weakness and is monitoring these procedures for effectiveness.
We evaluated the effectiveness of our disclosure controls and procedures
as of September 30, 2025, with the participation of our CEO and CFO, as well as other key members of our management. Based on this evaluation,
our CEO and CFO concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
Notwithstanding the material weaknesses described above, our management,
including our Chief Executive Officer and Chief Financial Officer, believes that the condensed consolidated financial statements contained
in this Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for
the interim fiscal periods presented in conformity with U.S. generally accepted accounting principles. In addition, the material weakness
described did not result in the restatements of any of our audited or unaudited condensed consolidated financial statements or disclosures
for any previously reported periods.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except for the actions described above that were taken to address the
material weaknesses, there were no changes in our internal controls during the period ended September 30, 2025, that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be involved in various legal proceedings
or may be subject to claims that arise in the ordinary course of business. The outcome of any such claims or proceedings cannot be predicted
with certainty. As of the date of this filing, management is not aware of any such claims against the Company.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period covered by this report, we have not issued any unregistered
shares.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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.