What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-23 · 1481 added, 585 removed, 323 unchanged (86% of the section changed)

AND PROCEDURES .

CONTROLS AND PROCEDURES .

Evaluation of disclosure controls and procedures

Our Chief Executive Officer (who is our principal

executive officer) and Chief Financial Officer (who is our principal financial officer), conducted an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under

the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2021.

As of December 31, 2021, based

upon the evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures

were effective.

Disclosure controls and procedures designed to reasonably ensure that information required to be disclosed in our reports

filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial

This Annual Report does not include a report of management’s

assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly

public companies.

Our Chief Executive Officer (who is our principal executive officer)

and Chief Financial Officer (who is our principal financial officer), conducted an evaluation of the effectiveness of the design and operation

of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934 (the “Exchange Act”) as of December 31, 2022.

As of December 31, 2022, based upon the evaluation, our principal

executive officer and principal financial officer concluded that our disclosure controls and procedures were effective.

Disclosure controls

and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act,

such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing Section 404

of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial

reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial

reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and

those criteria, management determined that our internal controls over financial reporting were effective as of December 31, 2022.

This Report does not include an attestation report of our independent

registered public accounting firm due to our status as an emerging growth company and a smaller reporting company.

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

internal control over financial reporting.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by Item 10 is incorporated