Item 4. Controls and Procedures
ITEM
4 Controls
and Procedures
(a) Disclosure
Controls and Procedures
We
conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, 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, as amended, or the Exchange Act, as of June 30, 2021, to ensure that information required to be disclosed by us in the reports
filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in
the Securities Exchange Commissions rules and forms, including to ensure that information required to be disclosed by us in the
reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive
and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2021,
our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified
and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K.
Our
principal executive officers do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although
our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal
executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter
how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further,
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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions.
(b) Changes
in Internal Control over Financial Reporting
No
change in our system of internal control over financial reporting occurred during the period covered by this report, the three month
period ended June 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
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Table of Contents
PART
II – OTHER INFORMATION
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.