Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Management of the Company believes that these material weaknesses are more so due to the small size of the Company’s accounting staff. To continue to address this matter, in 2025, the Company has hired employees to lead Sarbanes-Oxley compliance, SEC and other reporting, accounts payable, finance and accounting in Mexico, and information technology. The Company is reviewing additional plans to strengthen its internal controls. These plans are ongoing and include: (i) hiring a third party firm to assist with the implementation of accounting software for improved internal controls, (ii) implementing controls to mitigate segregation of duties issues, (iii) automating manual processes to improve the effectiveness and efficiency of internal controls, and (iv) designing certain entity-level controls for a more effective control environment.
Changes in Internal Control over Financial Reporting
There have been no changes during the quarter ended September 30, 2025 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
PART II - OTHER INFORMATION
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