What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2022-08-12 compared with 2022-05-25 · 24 added, 20 removed, 32 unchanged (58% of the section changed)

16 unchanged sentences

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.

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 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

1 unchanged sentence

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.

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

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.

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.

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.

We plan to implement a

manufacturing and purchasing system in early fiscal 2023.

In addition, we identified the following during the six months

ended June 30, 2022:

With regard to a business combination that was completed during the quarter ended March 31, 2022, 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.

Since these controls have

1 unchanged sentence

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.

maintain effective internal control over financial reporting as of June 30, 2022.

Changes in Internal Control Over Financial Reporting

During the three months ended

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.

June 30, 2022, we continued to implement stronger processes related to ordering, counting, warehousing, valuing and transacting our inventory.

We are evaluating enterprise resource planning (ERP) systems to replace our existing QuickBooks system.

In addition, we evaluated the

internal controls of All Cell and rolled out processes and procedures to this new acquisition which was acquired during the six months

ended June 30, 2022.

During the quarter ended June

30, 2022, the Company implemented a review control over third-party valuation reports, which include formalized review procedures and

enhanced communications with third-party experts which we believe will address the material weakness identified in the quarter ended March

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