Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of September 30, 2022, the Company’s chief executive officer and chief financial officer conducted an evaluation (the “Evaluation”)
regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under
the Exchange Act. Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief
financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of September 30,
2022, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013)
because of certain material weaknesses.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required
by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2022 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s
Plan to Remediate the Material Weakness
With
the oversight of senior management, we implemented remediation steps in 2022, including the addition of a new chief financial officer
and a controller with significant public company finance and accounting experience and continue to evaluate and implement procedures
that will strengthen our internal controls. We have also began to implement a SOX compliance project. While we believe these measures
will remediate the material weakness identified and strengthen our internal control over financial reporting, the implemented and enhanced
controls have not operated for a sufficient period of time to demonstrate that the material weakness is remediated. We are committed
to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures.
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PART
II - OTHER INFORMATION
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