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Item 9A. Controls and Procedures

2022-03-29 compared with 2021-03-02 · 104 added, 130 removed, 54 unchanged (81% of the section changed)

AND PROCEDURES.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule

13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external

purposes in accordance with GAAP.

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that receipts and expenditures by us are being made only in accordance with authorizations

of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the period covered

by this report based on the criteria for effective internal control described in Internal Control –

Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the results

of management’s assessment and evaluation, our management concluded that our internal control over financial reporting was

effective as of December 31, 2020.

(i) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that

receipts and expenditures by us are being made only in accordance with authorizations of our management and directors;

and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could

have a material effect on the consolidated financial statements.

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the period covered by this report

based on the criteria for effective internal control described in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the results of management’s assessment

and evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

of Disclosure Controls and Procedures

1 unchanged sentence

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

Based on this 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 effective to provide reasonable assurance that

the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in SEC 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.

Based on this 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 effective to provide reasonable assurance that the information required

to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in SEC 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.

Limitations on Effectiveness of Controls

assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal

financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent

or detect all error or all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not

absolute, assurance that the control system’s objectives will be met.

In general, our controls and procedures are designed

to provide reasonable assurance that our control system’s objective will be met, and our principal executive officer and

principal financial officer has concluded that our disclosure controls and procedures are effective at the reasonable assurance

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.

Further, because of the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that misstatements due to error or fraud will not occur or 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.

Controls can also be circumvented

by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

of any system of controls is based in part on 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.

Projections of any evaluation

of the effectiveness of controls in future periods are subject to risks.

Over time, controls may become inadequate because of

changes in conditions or deterioration in the degree of compliance with policies or procedures.

assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial

officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error

or all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the

control system’s objectives will be met.

In general, our controls and procedures are designed to provide reasonable assurance that

our control system’s objective will be met, and our principal executive officer and principal financial officer has concluded that

our disclosure controls and procedures are effective at the reasonable assurance level.

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.

Further, because of

the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error

or fraud will not occur or 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

Controls can also 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 is based in part on 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.

Projections of any evaluation of the effectiveness of controls in future periods are subject to risks.

Over time, controls may become

inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Control Over Financial Reporting

has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2020 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2021 that has materially

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

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.