Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls
and Procedures
Our management, with
the participation of the principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls
and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended,
or Exchange Act, as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide
reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company
have been detected. Based on that evaluation, our Chief Executive Officer and
our Chief Financial Officer concluded that, because of certain material weaknesses in our internal controls over financial reporting,
our disclosure controls and procedures were not effective as of June 30, 2023. The material weaknesses relate to a lack of segregation
of duties between accounting and other functions and the absence of sufficient depth of in-house accounting personnel with the
ability to properly account for complex transactions.
The Company plans
to implement additional internal controls or enhance existing internal controls to strengthen
its control environment . Subsequent to the quarter ended June 30, 2023, the Company is reviewing a plan to engage additional
internal staff, external staff, or an advisory firm to provide support on technical issues related to U.S. GAAP as related to the
maintenance of our accounting books and records and the preparation of our financial statements.
Changes in Internal
Control Over Financial Reporting
During the quarter
ended June 30, 2023, the Company engaged an advisory firm to provide support on technical issues related to U.S. GAAP in preparation
of our financial statements. Except as noted there were no additional changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
29
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS
No new risk factors noted since our Annual
Report on Form 10-K for the year ended December 31, 2022.
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.