Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
The
Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures” to mean a company’s
controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that
it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms. 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 accumulated and communicated to the issuer’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose
in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under
the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive
and principal financial officers to allow timely decisions regarding disclosure.
As
of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of
the disclosure controls and procedures over financial reporting for the timely alert to material information required to be included
in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported
within the time periods specified. This evaluation resulted in the identification of significant deficiencies. Based on the context
in which the individual deficiencies occurred, management has concluded that these are significant deficiencies. The Company’s CEO and CFO are in the process of making significant improvements to the disclosure controls and procedures
in order to provide reasonable assurance of the effectiveness of the controls and procedures.
Changes
in Internal Control Over Financial Reporting
Mitigating
these significant deficiencies, however, is that, commencing in December of 2021, the Company has replaced certain accounting resources
by engaging qualified finance and accounting staff who are experienced in established and proven internal controls and accounting procedures
with other companies in the same industry. As the work product of these qualified staff are reflected in Company transactions more fully
in 2022, management will be able to address these remaining significant deficiencies.
As
part of the afore-mentioned engagement, Management has engaged a third-party firm to assist in developing Disclosure Controls and Procedures
and Internal Controls Over Financial Reporting. The Company intends to remedy these significant deficiencies dependent on having the
financial resources available to complete them.
33
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.