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 June 30, 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 June 30, 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 June 30, 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.