What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2023-02-14 · 33 added, 26 removed, 4 unchanged (94% of the section changed)

1 unchanged sentence

Management’s Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial

Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report

on Form 10-Q.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure

controls and procedures, including internal control over financial reporting, were effective as of December 31, 2022, to ensure the information

we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (i) is recorded, processed,

summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) 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.

Our disclosure controls and procedures are intended to be designed to provide reasonable assurance

that such information is accumulated and communicated to our management.

Based on this evaluation, our management concluded that our internal

control over financial reporting was effective as of December 31, 2022.

Our Chief Executive Officer and our Chief Financial Officer evaluated

the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and

procedures were not effective as of March 31, 2023, because of a material weakness in our internal controls over financial reporting described

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.

Material Weakness Identified;

Remedial Steps Being Taken

During our review of the results for the fiscal

quarter ended March 31, 2023, errors were identified in the Company’s accruals of costs associated with services provided by third-party

contractors on certain development projects.

Those errors caused an understatement of costs of goods sold for the quarters ended September

30, 2022 and December 31, 2022, for which we have concluded such error is not material to those previously reported financial statements.

However, because of the significance of these items, and to facilitate comparisons among periods, the Company decided to revise the previously

issued first and second quarter unaudited condensed consolidated financial information by increasing accounts payable and cost of goods

sold by $85,213 and $125,752 in the quarters ended September 30, 2022 and December 31, 2022, respectively.

Such quarterly and year to

date financial statements will be revised in subsequent filings with the Securities and Exchange Commission that include such statements.

To address and remediate the material weakness

in internal control over financial reporting described above, we have implemented processes to improve our accounts payable controls and

documentation for the recognition of costs incurred for services performed by outside contractors and matching those costs, when applicable,

to fiscal periods in which those services are billed to our customers.

Specifically, we have implemented procedures to document the receipt

of non-physical work product by our outside contractors, accrue for services performed by outside contractors when vendor invoices for

such services have not yet been received, and to review billings to customers to ensure related contractor billings are expensed in the

Our Chief Executive Officer and our Chief Financial Officer will monitor such accruals in future quarters to confirm that

these steps have properly remediated the material weakness in the timing of third-party expense accruals.

We believe that the steps outlined

above strengthen our internal control over financial reporting and mitigate the material weakness described above.

Changes in Internal Control over Financial

There was no change in our internal control over

financial reporting that occurred during the quarter of our fiscal year 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.

Beginning on January 7, 2023, the Company hired E.

Kevin Dahill as

its Interim Chief Financial Officer.

January 6, 2023 was Daniel Habhegger’s last day as a full-time employee of the Company.

Habhegger was Chief Financial Officer of the Company from December 2, 2019 through January 6, 2023.

Habhegger has taken a position

with another company but has agreed to continue on a part-time basis with the Company through February 14, 2023, retaining responsibility

as the Company’s principal accounting officer and principal financial officer through that date.

Further information about

this transition in roles is set forth in the Company’s report on Form 8-K filed on January 5, 2023.

Except for the material weakness disclosed above, there has been no

change in our internal control over financial reporting that occurred during the quarter of our fiscal year 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.

OTHER INFORMATION

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures