Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to
reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to our management, including our principal executive officer and principal accounting and financial officer,
as appropriate, to allow timely decisions regarding required disclosure.
We
carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer (principal
executive officer) and our Chief Financial Officer (principal accounting and financial officer), of the effectiveness of the design and
operation of our disclosure controls and procedures as of March 31, 2024, the end of the period covered by this report. Based upon
the evaluation of our disclosure controls and procedures as of March 31, 2024, our Chief Executive Officer (principal executive officer)
and our Chief Financial Officer (principal accounting and financial officer) concluded that, as of such date, our disclosure controls
and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial
Reporting
There have been no changes
in our internal control over financial reporting that occurred during the quarter ended March 31, 2024 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls
and Procedures
Our
management, including our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal accounting
and financial officer), does not expect that our disclosure controls and procedures or our internal control over financial reporting will
prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty,
and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is
also 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, controls may become inadequate because of changes
in conditions, or the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There
have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors of our Transition Report
on Form 10-KT.
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds
There are no transactions that have not been previously
included in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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.