Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports
is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer
and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, we recognize 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 is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
As further discussed below, we carried out
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, as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer
concluded that, because of certain material weaknesses in our internal control over financial reporting, our disclosure controls
and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2022.
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We hired a consultant to advise on technical
issues related to U.S. generally accepted accounting principles as relates to the maintenance of our accounting books and records
and the preparation of our consolidated financial statements. Although we are aware of the risks associated with not having dedicated
accounting personnel, we are also at an early stage in the development of our business. We anticipate expanding our accounting
functions with dedicated staff and improving our internal accounting procedures and separation of duties when we can absorb the
costs of such expansion and improvement with additional capital resources. In the meantime, management will continue to observe
and assess our internal accounting function and make necessary improvements whenever they may be required. If our remedial measures
are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal
control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material
misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate
this material weakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely
affected and we may be unable to maintain compliance with applicable stock exchange listing requirements.
(b)
Changes in Internal Controls over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process
designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management assessed the effectiveness of
the Company’s internal control over financial reporting at September 30, 2022, and this assessment identified some deficiencies
in our internal control over financial reporting.
Remediation plan
The company has established two procedures
to begin addressing the controls area. Each quarter Senior Managers respond to a questionnaire to identify areas that would impact
the company’s financial statements to be reviewed against the reported financial statements. Also, quarterly financial packages
are collected and reviewed with each subsidiary to analyze and ensure completeness of their financial statements.
Actions have been taken regarding the remediation
plan, however there remain actions to complete:
●
Walk through and document critical process. This portion of the plan will commence in Q3
●
Review resources and organizational structure to address segregation of duty issues and support the
jobs assigned. The structure has been defined and resources are being identified.
●
Implement a BI tool that will replace Excel worksheets that can be prone to errors. The tool has been selected and implementation is taking place.
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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.