Item 4. Controls and Procedures
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and
other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that
are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. As of March 31, 2025, our Chief Executive Officer and Chief Financial Officer
carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures were ineffective at a reasonable assurance level as of March
31, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial
reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934
that occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal
Controls
A control system, no matter how well designed and
operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable
level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures
relative to their costs. In addition, the design of any system of controls 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 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.
21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required
to make disclosures under this Item .
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.