Item 4. Controls and Procedures
ITEM
4. 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 Exchange Act, that are
designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily
was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design
of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Under
the supervision and with the participation of our management, we conducted an evaluation, as of September 30, 2021, of the effectiveness
of the design and operations of our disclosure controls and procedures. Based upon our evaluation, our management, including our principal
executive officer and principal financial officer, has concluded that, as of September 30, 2021, our disclosure controls and procedures
were not effective due to our limited internal audit functions and lack of ability to have multiple levels of transaction review.
The
Company intends to address the foregoing deficiency by upgrading its accounting software to an ERP (“Enterprise Resource Planning”),
a cloud-based solution, which would add the necessary controls to manage day to day activities such as accounting, procurement, project
management, risk management and compliance as well as to automate the consolidation process of its entities, adding a level of reliability
to the Company’s financial reporting. The Company proposes to add personnel to address the lack of ability to have multiple level
transaction review. Management is addressing these steps immediately and has executed an agreement on August 11, 2021, to start implementation
of replacing its current software to an ERP cloud-based solution. Management anticipates the new ERP solution to be fully operational
by the second quarter of 2022.
Changes
in Internal Controls
There
have been no changes in our internal control over financial reporting during the nine months ended September 30, 2021 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART
II: OTHER INFORMATION