Item 4. Controls and Procedures
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure
controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed
by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our
Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our Disclosure Controls, 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, and management necessarily
applied its judgment in evaluating and implementing possible controls and procedures. As of the end of the period covered by this
Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was
done under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial
Officer. Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Principal Financial Officer has concluded
that, as of March 31, 2023, our Disclosure Controls were not effective due to a material weakness in the Company’s internal
control over financial reporting. The ineffectiveness of our internal control over financial reporting at March 31, 2023,
was due to an insufficient degree of segregation of duties among our accounting and financial reporting personnel. During the remainder
of 2023, we intend to work to remediate the material weaknesses identified above, which could include the addition of accounting
and financial reporting personnel and/or the engagement of accounting and personnel consultants on a limited-time basis until we
add a sufficient number of personnel.
Change in Internal Control over Financial
Reporting
Except as described
above, there were no changes in our internal control over financial reporting that occurred during the three months ended March
31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 1A. RISK FACTORS
Not required to be provided by smaller reporting companies.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS.
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
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.