Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report,
our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
Based on their evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded
that our disclosure controls and procedures were not effective as of June 30, 2025, to ensure that information required to be disclosed
by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms and (b) accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
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Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision and with
the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Based on this evaluation, our chief executive
officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures
were not effective, due to our identified material weaknesses in internal control over financial reporting.
Based upon its assessment, as of June 30, 2025,
management has identified the following material weaknesses in its internal control over financial reporting, inclusive of the control
weakness related to disclosure controls and procedures:
1.
The lack of sufficient dedicated accounting personnel, resulting in delays around the timely collection of inputs and the preparation and review of financial reporting, as well as the inability to provide for effective segregation of duties, and
2.
The lack of formal documentation of the design of the control environment and the related control processes and procedures.
Remediation Efforts to Address Material Weaknesses
We have identified and implemented, and continue to implement,
certain remediation efforts to improve the effectiveness of our internal control over financial reporting. These remediation efforts are
ongoing and include the following measures to address the material weaknesses identified:
●
We have engaged additional accounting resources from our consultants. These additional resources have enabled us to improve the timeliness and initial recording of inputs as well as for the preparation of account reconciliations.
●
We have engaged a new member of the management team into our cash disbursement function, thus providing an improvement in segregating duties for incompatible roles.
●
We have implemented additional procedures in connection with our monthly accounting closing process.
While we believe the steps taken to date will improve the
effectiveness of our internal control over financial reporting, we have not yet completed all of our planned remediation efforts.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal control
over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a- 15 or 15d-15 under the Exchange
Act that occurred during the Company’s second fiscal quarter 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
Item 1. Legal Proceedings
In the opinion of management, we are not involved
in any claims, legal actions or regulatory proceedings as of June 30, 2025, the ultimate disposition of which would have a material adverse
effect on our condensed interim consolidated financial position, results of operations, or cash flows.
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.