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Item 9A. Controls and Procedures

2022-03-22 compared with 2021-03-25 · 87 added, 90 removed, 162 unchanged (52% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of

our Chief Executive Officer (who is also acting as our principal financial officer) and our Principal Accounting Officer, evaluated

the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as

of the end of the period covered by this report to ensure that information that we are required to disclose in reports that we

file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC rules and forms.

Our disclosure controls and procedures are

designed to provide reasonable assurance of achieving their objectives.

We believe that a control system, no matter how well designed

and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

on the evaluation of our disclosure controls and procedures as of the end of the period covered by this report, management, with

the participation of our Chief Executive Officer (who is also acting as our principal financial officer) and our Principal Accounting

Officer, concluded that our disclosure controls and procedures were effective as of such date.

Management’s Annual Report on Internal Control Over

Financial Reporting

Our management, with the participation of our Chief

Executive Officer (who is also acting as our principal financial officer) and our Principal Accounting Officer, evaluated the effectiveness

of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period

covered by this report to ensure that information that we are required to disclose in reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Our disclosure controls and procedures are designed

to provide reasonable assurance of achieving their objectives.

We believe that a control system, no matter how well designed and operated,

cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, within a company have been detected.

Based on the evaluation of our

disclosure controls and procedures as of the end of the period covered by this report, management, with the participation of our Chief

Executive Officer (who is also acting as our principal financial officer) and our Principal Accounting Officer, concluded that our disclosure

controls and procedures were effective as of such date.

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

A company’s internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

There are inherent limitations in the effectiveness

1 unchanged sentence

even effective internal controls can provide only reasonable assurances with respect to financial statement preparation.

because of changes in conditions, the effectiveness of internal control may vary over time.

Our management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria

set forth in Internal Control –

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (2013 framework).

Based on this assessment, management, with the participation of our Chief Executive Officer (who is

also acting as our principal financial officer) and our Principal Accounting Officer, concluded that, as of December 31, 2020,

our internal control over financial reporting was effective.

Further, because

of changes in conditions, the effectiveness of internal control may vary over time.

Our management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth

in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

Based on this assessment, management, with the participation of our Chief Executive Officer (who is also acting as our principal

financial officer) and our Principal Accounting Officer, concluded that, as of December 31, 2021, our internal control over financial

reporting was effective.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K provides

only management’s report.

As a smaller reporting company, we are not required to provide an attestation report by our independent

registered public accounting firm regarding internal control over financial reporting.

This Annual Report on Form 10-K provides only management’s

As a smaller reporting company, we are not required to provide an attestation report by our independent registered public accounting

firm regarding our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal

control over financial reporting that occurred during the year ended December 31, 2020 that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control

over financial reporting that occurred during the year ended December 31, 2021 that have materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Our certificate of incorporation provides

that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings:

derivative action or proceeding brought on behalf of the Company, any action asserting a claim of breach of a fiduciary duty owed

by any director, officer or other employee of the Company to the Company or the Company’s stockholders, any action asserting

a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s certificate

of incorporation or bylaws, or any action asserting a claim against the Company governed by the internal affairs doctrine.

the fact that our certificate of incorporation provides for this exclusive forum provision to be applicable to the fullest extent

permitted by applicable law, Section 27 of the Securities Act and Exchange Act, creates exclusive federal jurisdiction over all

suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section

22 of the Securities Act, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty

or liability created by the Securities Act or the rules and regulations thereunder.

As a result, this provision of our certificate

of incorporation would not apply to claims brought to enforce a duty or liability created by the Securities Act, Exchange Act,

or any other claim for which the federal courts have exclusive jurisdiction.

Our certificate of incorporation provides that

the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings:

any derivative

action or proceeding brought on behalf of the Company, any action asserting a claim of breach of a fiduciary duty owed by any director,

officer or other employee of the Company to the Company or the Company’s stockholders, any action asserting a claim against the

Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s certificate of incorporation

or bylaws, or any action asserting a claim against the Company governed by the internal affairs doctrine.

Despite the fact that our certificate

of incorporation provides for this exclusive forum provision to be applicable to the fullest extent permitted by applicable law, Section

27 of the Securities Act and Exchange Act, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability

created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act, creates concurrent jurisdiction

for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations

As a result, this provision of our certificate of incorporation would not apply to claims brought to enforce a duty or liability

created by the Securities Act, Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this Item will be incorporated by reference to the information contained in our Definitive Proxy Statement