Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES.
Disclosure
controls and procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed
under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’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. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide
only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance,
management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over
time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As
required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our
management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive
officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance
level due to material weaknesses in internal controls over financial reporting.
To
address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure
that the financial statements included herein fairly present, in all material respects, our financial position, results of operations
and cash flows for the periods presented.
A
material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board
(“PCAOB”) Audit Standard No. 5, 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. Management has identified the following material weaknesses which have caused management to conclude that as of September 30,
2025, our internal controls over financial reporting were not effective at the reasonable assurance level:
1.
We do not have sufficient and fully memorialized written documentation of our internal control policies and procedures. Written documentation
of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us
for on September 30, 2025. Management evaluated the impact of our failure to have written documentation of our internal controls and
procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented
a material weakness.
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2.
We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly
review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting
duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions,
the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact
of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control
deficiency that resulted represented a material weakness.
3.
We do not have personnel with sufficient experience with United States generally accepted accounting principles to address complex transactions.
4.
We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely
basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely
communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures
and has concluded that the control deficiency represented a material weakness.
5.
We have determined that oversight over our external financial reporting and internal control over our financial reporting is ineffective.
The Chief Financial Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and
has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered
accounting firm’s audit of the Company’s financial statement.
We
have and continue to take steps to remediate some of the weaknesses described above, including by engaging a financial reporting advisor
with expertise in accounting for complex transactions. We intend to continue to address these weaknesses as resources permit.
Changes
in internal control over financial reporting
There
were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
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PART
II - OTHER INFORMATION
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.