Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit
under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated
by the Commission, 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. Because of the inherent limitations
to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide
absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely
basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives
are achieved.
As of September 30, 2025, we carried out an evaluation,
under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were not effective as of September 30, 2025.
Our size has prevented us from being able to
employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult
to effectively segregate accounting duties which comprise a material weakness in internal controls. We also lack effective board oversight
and formal accounting controls for the timely and accurate closing of financial information.
Management has taken several steps intended to strengthen our financial reporting oversight and address the identified weakness. During
2025, we appointed a President with a strong background in finance and risk oversight to enhance executive-level supervision of our financial
reporting processes. We also appointed a new director with audit committee and financial oversight experience to improve board-level review
and governance. In addition, we continue to evaluate further measures, including supplementing our accounting resources and enhancing
the consistency and documentation of our accounting policies and reporting procedures. Although these actions represent progress, the
material weakness has not yet been remediated, and we will continue to implement improvements designed to achieve effective internal control
over financial reporting.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal control
procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our nine months 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.