Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Historically, as a privately
held company, we have maintained internal controls over financial reporting but we have a material weakness due to a lack of segregation
of duties since we have a limited administrative staff. However, these internal controls have not been subject to the testing required
under the standards of publicly traded companies by Section 404 of Sarbanes-Oxley. We are not currently required to comply with SEC
rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of
the effectiveness of our internal controls over financial reporting for that purpose. However, at such time as Section 302 of the
Sarbanes-Oxley Act is applicable to us, we will be required to evaluate our internal controls over financial reporting.
Evaluation
of Disclosure Controls and Procedures: We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that
the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and
communicated to management, including the Chief Executive Officer, Executive Vice President of Corporate Finance and the Interim Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter
how well designed and operated, can provide only reasonable assurances of achieving the desired controls.
As
of June 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including the
Chief Executive Officer, Executive Vice President of Corporate Finance and the Interim Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures defined above. Based upon that evaluation, our Chief Executive
Officer, Executive Vice President of Corporate Finance and Interim Chief Financial Officer have concluded that, as of June 30, 2023,
our disclosure controls and procedures were not effective at the reasonable assurance level. In June 2023, the Company appointed an Interim
Chief Financial Officer and Executive Vice President of Corporate Finance, but there continues to be a lack of segregation of duties
due to a limited number of administrative employees and consultants resulting in a material weakness in internal controls.
Limitations on the
Effectiveness of Controls . Our management, including the Chief Executive Officer, Executive Vice President, Corporate Finance
and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well-designed and operated, can
provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, with us have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management override of controls. For these reasons, 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. This lack of segregation of duties from a limited number of administrative employees is a material weakness
in internal controls. In August 2021, the Company established a Chief Financial Officer position through a consulting agreement with Danforth
Advisors’ James Ahlers in order to add an additional layer of oversight on the financial reporting process with assistance from
another Danforth consultant, Norman Staskey, and to address this material weakness. In June 2023, to meet listing requirements of Nasdaq,
our Principal Accounting Officer and Controller, John Wesolowski, became our full-time Interim Chief Financial Officer and James
Ahlers became our Executive Vice President of Corporate Finance.
27
PART
II. OTHER INFORMATION
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