Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Our Chief Executive Officer and Acting Chief Financial
Officer, as our principal executive, financial and accounting Officer, conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”), as of June 30, 2022, to ensure that information required to be disclosed by
us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed
or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and
Acting Chief Financial Officer, as our principal executive, financial and accounting officer, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Acting
Chief Financial Officer, as our principal executive, financial and accounting officer, has concluded that as of June 30, 2022, our disclosure
controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in
Item 9A(b) of our Annual Report on Form 10-K for the year ended December 31, 2020.
Our Chief Executive Officer and Acting Chief Financial
Officer, as our principal executive, financial and accounting officer, does not expect that our disclosure controls or internal controls
will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of
achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective
at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the
objectives of the 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. 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 simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be
no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls Over Financial
Reporting
There were no changes in our internal controls
over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
25
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable.
Item 1A. Risk Factors.
As a “ smaller reporting company, “
we are not required to provide the information required by 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.