Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently,
our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our
disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of March 31, 2024. 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 assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief
financial officer concluded that, as of such date, our disclosure controls and procedures were not effective.
Changes
in Internal Control Over Financial Reporting
During
the three-month period ended March 31, 2024, there were no changes in our internal control over financial reporting that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934).
24
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We
may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We
are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse
effect on our financial condition, cash flows or results of operations.
ITEM
1A. RISK FACTORS
The
Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined
in Rule 12b-2 of the Exchange Act.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM
4. MINE SAFETY DISCLOSURES
None.
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