Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
During the third quarter ended September 30, 2023,
we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the
end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported
within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Our principal executive officer and principal
financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors or 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. Due to 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, have been detected.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal controls
over financial reporting that occurred during the quarter ended September 30, 2023, that have materially or are reasonably likely to materially
affect our internal controls over financial reporting.
27
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no claims, actions, suits, proceedings,
or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting
its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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.