Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation
of the Effectiveness of Internal Control over Financial Reporting
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended March 31, 2023,
Based on this evaluation, our Chief Executive Officer and Chief financial Officer have concluded that during the period covered by this
Quarterly Report, our disclosure controls and procedures were not effective due to the following material weaknesses in our internal
control over financial reporting.
(i) We did not have sufficient financial reporting
and accounting personnel, especially those with understanding of U.S. GAAP knowledge;
(ii) We are lacking of proper mechanism to identify
and assess the experience and qualification of third-party specialists.
We
have taken steps to remediate the material weakness described above and to enhance our overall control
environment. However, we will not consider the material weakness remediated until our enhanced control is operational for a sufficient period
of time and tested, enabling management to conclude that the enhanced controls are operating effectively. Our remediation plan includes
(1) hiring of additional finance and accounting staff with qualifications and work experiences in U.S. GAAP and SEC reporting requirements
to formalize and strengthen the key internal control over financial reporting; (2) allocating sufficient resources to prepare and review
financial statements and related disclosures in accordance with U.S.GAAP and SEC reporting requirements, (3) hiring of qualified consultant
to assess Sarbanes-Oxley Act compliance readiness, to assess where we can improve our overall internal control over financial reporting
function, and to assist us in implementing improvements where necessary; and (4) setting up an effective internal mechanism to perform
background check, identify and assess the qualification of the engaged third-party specialists; and (5) consulting with experienced valuation
specialist on a timely basis.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2023 covered by
this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
48
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
As
a smaller reporting company, we are not required to make disclosures under this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
We
made no sales of our equity securities during fiscal quarter covered by the report that was not
already reported on a Current Report on Form 8- K .
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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