Item 4. Controls and Procedures
Item
4. Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
Based
on evaluation as of the end of the period covered by this Form 10-Q, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not
effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and
forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.
As
of period covered by this Quarterly Report on Form 10-Q, we have concluded that our internal control over financial reporting was not
effective including the following material weakness:
1) Lacked
sufficient accounting staff to appropriately segregate duties and leverage decision makers
to consolidate new entities and complete timely reporting of financial data;
2) Lacked
sufficient orientation and experience with new ERP systems platform which hindered productivity
and required additional supervision delaying timely reporting of financial statements.
(b)
Remedial Measures
On
September 19, 2022, the Company hired a well-qualified Chief Financial Officer (Anthony Gruber), with significant experience in financial
reporting and controls, who reports to the Chief Executive Officer. Effective December 12, 2022, the Company has additionally hired a
well-qualified and experienced Corporate Controller with substantial public company experience. The CFO and Controller will be leading
a thorough review of the Company’s financial and disclosure controls. In addition, they will focus on the completion of the implementation
of the Company’s new financial reporting system.
(c)
Changes in Internal Control over Financial Reporting
Other
than the above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
6
PART
II - OTHER INFORMATION
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