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.
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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 March 31, 2026, 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 March 31, 2026. 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.
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 March 31, 2026, 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.