Item 4. Controls and Procedures
Item
4. Controls and Procedures
Limitation
on the Effectiveness of Controls
The
Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required
to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls
and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls
and procedures.
Evaluation
of Controls and Procedures
Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, and that such information is accumulated and communicated to the issuer’s management,
including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and principal financial officer
has concluded that our disclosure controls and procedures as of the end of the period covered by the Quarterly Report were not effective due to the lack of design and operating effectiveness of our control environment and risk assessment, control activities
and monitoring activities relating to complex accounting matters relating to the valuation of equity-based compensation instruments as
disclosed in Item 9A of our 10K filed on June 29, 2022.
Our principal executive and principal financial officer is in the process of performing a review of our processes and controls over complex
accounting matters relating to the valuation of equity-based compensation instruments.
Changes
in Internal Control
There were no changes in our internal control over financial reporting that occurred during the
third quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
19
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
To
the best of our knowledge, there are no legal proceedings pending or threatened against us; and there are no actions pending or threatened
against any of our directors or officers that are adverse to us.
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.