Item 4. Controls and Procedures
ITEM
4.
CONTROLS
AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we 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 Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of December
31, 2022, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act
was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.
Changes
in Internal Control over Financial Reporting
In
December 2013, we hired Robert J. Brilon as Chief Financial Officer, who has experience in SEC reporting and disclosures. We have plans
for hiring additional financial personnel and implementing additional controls and processes involving both of our financial personnel
in order to ensure all transactions are accounted for and disclosed in an accurate and timely manner. There have not been any other changes
in our internal control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d)
of the Exchange Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Limitations
on the Effectiveness of Controls
Our
management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control 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,
misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent
limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people,
or by management or Board override of the control.
The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls
may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
26
PART
II – OTHER INFORMATION
ITEM
1.
LEGAL
PROCEEDINGS.
We
may be subject to legal proceedings in the ordinary course of business. As of the date of this Quarterly Report on Form 10-Q, we are
not aware of any legal proceedings to which we are a party that we believe could have a material adverse effect on us.
ITEM
1A.
RISK
FACTORS.
We
are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.
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