What changed in this filing

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Item 4. Controls and Procedures

2022-05-25 compared with 2021-11-12 · 35 added, 28 removed, 17 unchanged (79% of the section changed)

2 unchanged sentences

Our management is responsible

for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed

in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such

information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures”

in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognized that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

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, regardless of how remote.

All internal control systems, no matter how well designed, have inherent limitations.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

During the period covered

by this filing, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2021, we do not yet have

sufficient controls and procedures to ensure that all the information required to be disclosed in our Exchange Act reports was recorded,

processed, summarized and reported on a timely basis.

The Company intends to improve

its internal control over financial reporting and improve its disclosure controls and procedures.

As of December 31, 2020, we had identified

the following material weaknesses, of which the items below still exist as of September 30, 2021 and through the date of this report:

The Company currently does not have automated manufacturing or purchasing systems in place to track inventory purchases, transactions, bills of material, part numbers, product costing, labor or a perpetual inventory system.

Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls over financial reporting.

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, we do not yet

have sufficient internal controls over financial reporting and procedures to ensure that all the information required to be disclosed

in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

We identified the following

material weakness which existed as of December 31, 2021:

The Company currently does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory.

The Company performs manual processes during the year to track and control inventory transactions, apply labor and overheads to inventory and to perform a wall-to-wall physical inventory at the end of the year to confirm the ending inventory balance and valuation.

While these processes provide good results in determining inventory and cost of sales transactions, as we grow, it has become a very time-consuming process and could impact our ability to submit timely reporting.

An enterprise planning system will also provide better management tools to analyze and plan production.

This will avoid over-purchasing or shortages of inventory.

A manufacturing system will also provide better management tools to analyze and plan production.

This will avoid over-purchasing or shortages of inventory.

We plan to implement a manufacturing and purchasing system during fiscal 2022.

In addition, in connection with the preparation of our financial

statements for the quarter ended March 31, 2022, we identified the following:

· With regard to a business combination that was completed during the quarter, we identified that the controls over the review of the

business combination were not designed effectively such that a material error in the calculation of the purchase price was not detected

in a timely manner.

· The Company is in the process of implementing a review control over third-party valuation reports, to include formalized review procedures

and enhanced communications with third-party experts.

Since these controls have

a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

Corrective Action and Changes in Internal Control Over Financial

a pervasive effect across the inventory transaction cycle, management has determined that these circumstances constitute a material weakness,

based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013 and as a result, we did not

maintain effective internal control over financial reporting as of March 31, 2021.

Changes in Internal Control Over Financial Reporting

During the three months ended

September 30, 2021, we continued to develop our manual controls, including setting up inventory locations in production to assist in the

tracking and counting of our inventory.

We had some staffing turnover that caused a delay in the selection of the new Enterprise Resource

Planning (ERP) software package.

We plan to select the new ERP in early 2022.

March 31, 2022, we continued to implement stronger manual processes.

We began researching enterprise resource planning (ERP) systems to

replace our existing Quickbooks system.

In addition, we evaluated the internal controls of All Cell Technologies, LLC and rolled out processes

and procedures to this new acquisition which was acquired during the three months ended March 31, 2022.

OTHER INFORMATION

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures