Item 4. Controls and Procedures
Item
4: Controls and Procedures
Disclosure
Controls and Procedures
Our
management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (who is our Principal
Executive Officer) and our Chief Financial Officer (who is our Principal Financial Officer and Principal Accounting Officer), of the
effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of
March 31, 2023, pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Principal Executive Officer and Principal Financial
Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.
Changes
in Internal Control over Financial Reporting
During
the three months ended March 31, 2023, there were no changes in our internal controls over financial reporting, or in other factors that
could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Inherent
Limitations of Controls
Management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
error and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and
procedures. 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 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 override of the controls.
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 deterioration in the degree of compliance with the policies or procedures.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
13
PART
II - OTHER INFORMATION
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