text: **ITEM 14. CONTROLS AND PROCEDURES**
  
  Within the 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and 
  with the participation of our management, including our principal executive officer and principal financial officer, of 
  the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities 
  Exchange Act Rule 15d-15. Our management, including the principal executive officer and principal financial 
  officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control 
  system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the 
  objectives of the control 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 by the individual acts of some persons, by collusion of two or more 
  people, or by management override of the control. The design of any system of controls also 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 the 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. Our principal executive officer and principal financial officer have concluded, based on our 
  evaluation of our disclosure controls and procedures, that our disclosure controls and procedures under Rule 13a- 
  14(c) and Rule 15d-14(c) of the Securities Exchange Act of 1934 are effective. 