Item 4. Controls and Procedures
Item
4. Controls and Procedures
Inherent
Limitations on Effectiveness of Controls
Our
management, including our principal executive officer and principal 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-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will
be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,
if any, have been detected.
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information we are required to disclose in reports we file or submit under
the Exchange Act 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 principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance.
Our
management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered
by this Report. Based on this evaluation, management, including our chief executive officer and our chief financial officer, concluded
that as of September 30, 2024, our disclosure controls and procedures were not effective. Our current staffing resources in our finance
department are insufficient to support the complexity of our financial reporting requirements. As a result, we have had an inadequate
level of precision, evidence or timeliness in the performance of review controls.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
19
Part
II - Other Information
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