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Item 9A. Controls and Procedures

2024-04-12 compared with 2023-03-31 · 122 added, 150 removed, 77 unchanged (78% of the section changed)

9A – CONTROLS AND PROCEDURES

Report on Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange

Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required

to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

of December 31, 2022, 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) under the Securities Exchange Act of 1934.

Based upon that evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that due to the existence of a material weakness in our internal

control over financial reporting, described below, our disclosure controls and procedures were not effective as of the end of the period

covered by this report in enabling us to record, process, summarize and report information required to be included in our periodic SEC

filings within the required time period.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

management are also required in evaluating the expected benefits and related costs of control procedures.

The objectives of internal

control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from

unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded

properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted

ITEM 9A – CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls

and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to our management, including our Principal Executive Officer, as appropriate, to allow timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives,

as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

As of December 31, 2023, we

carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive 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)

under the Securities Exchange Act of 1934.

Based upon that evaluation, our management has concluded that our disclosure controls and procedures

were effective as of the end of the period covered by this report in enabling us to record, process, summarize and report information

required to be included in our periodic SEC filings within the required time period.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting., but not absolute, assurance that assets are safeguarded against loss from unauthorized use

or Judgments by management are also required in evaluating the expected benefits and related costs of control procedures.

The objectives

of internal control include providing management with reasonable disposition, and that transactions are executed in accordance with management’s

authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles

generally accepted in the U.S.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31,

making this assessment, our management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the

In making this assessment, our management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control-Integrated Framework .

Our management has concluded that as of December 31, 2023 that

the Company did not have properly designed internal controls over timely preparation and independent review of account analyses,

account summaries and account reconciliations.

These internal control failures resulted in material adjustments required to properly

state expense, inventory, deferred revenue, accrued expenses, accounts receivables, and revenues as of and for the year ending

December 31, 2022.

Our management reviewed the results of their assessment with our Board of Directors.

material weakness is a deficiency, or 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.

We identified a material weakness with failure to perform adequate independent reviews and maintain effective controls

related to timely preparation of account summaries and reconciliations in the areas of expenses, inventory, deferred revenue, accrued

expenses, accounts receivables, and revenues.

This material weakness could result in the Company incorrectly reporting its consolidated

balance sheets, consolidated statement of operations, stockholder’s equity, and consolidated statements of cash flows.

remediate the material weakness described above, the Company is instituting reporting enhancements within its accounting system,

standardized and timely account reconciliations, and independent and regular reviews by the finance department to ensure the Company

records are complete and accurate.

In addition, the Company will hire an additional resource to provide additional oversight in the

reviews and completion of timely analysis and reconciliations.

The material weakness will not be considered remediated until the

applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these

controls are operating effectively.

We expect that the remediation of this material weakness will be completed before the end of

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to an exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

limitations on effectiveness of controls

control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for

advice and guidance, interpretation of existing and changing rules and principles, segregation of management duties, scale of organization,

and personnel factors.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject

to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented

by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process

and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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.

in Internal Control over Financial Reporting

The Company reported a material

weakness in its internal control over financial reporting as set forth in the Company’s Annual Report on Form 10-K/A for the year

ended December 31, 2021, filed with the Securities and Exchange Commission on August 19, 2022.

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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.

management reviewed the results of their assessment with our Board of Directors.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and guidance, interpretation of existing and changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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.

Changes in Internal Control over Financial Reporting

The Company reported a material weakness in its internal control over financial reporting as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 31, 2023.

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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses related

to inadequate independent reviews and timely preparation of account summaries and reconciliations in the area of inventory, timely applying

correct costs to customer return inventory, and reserve adequately for customer returned inventory.

These material weaknesses could result

in the Company incorrectly reporting its inventory and costs of goods sold.

Upon identifying the individual

control deficiencies, the Company’s management implemented remedial actions to address these control deficiencies.

we have successfully completed implementation of these remedial actions related to the timely application of costs to customer return

inventory and applying reserves adequately for customer returned inventory.

Other than the above, there have been no significant changes in our internal

controls over financial reporting that occurred during the fiscal year ended December 31, 2022 that have materially or are reasonably

likely to materially affect, our internal control over financial reporting.

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE