Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were
not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described below.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed
by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms; and (ii) accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system,
no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been
detected.
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Changes in Internal Control Over Financial
Reporting
Management has been actively engaged in remediating
the material weaknesses discussed in our Form 10-K for the period ended December 31, 2022 filed with SEC on March 23, 2023. The following
remedial actions have been taken during the quarter ended June 30, 2023:
· continue to strengthen our internal policies, processes, and reviews, including drafting of related documentation thereof;
· continue to engage outside consultants to ensure that appropriate level of knowledge and experience is applied based on risk and complexity
of transactions and tasks under review;
· complete the internal control documentation with our consultants who have been engaged to assist in the design, implementation, and
documentation of internal controls to address the relevant risks; and
· hired additional accounting resources with appropriate levels of experience
The process of implementing an effective financial reporting system
is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments
and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As
we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address
control deficiencies or modify certain of the remediation measures described above.
While progress has been made to enhance our internal control over financial
reporting, we are still in the process of implementing these processes, procedures, and controls. Additional time is required to complete
this phase and to assess and ensure the sustainability of these procedures. We believe the above actions will be effective in remediating
the material weaknesses described above and we will continue to devote significant time and attention to these remedial efforts.
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PART II – OTHER INFORMATION
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.