Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls
and Procedures – Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of our 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”) as of the end of the period covered
by this Report.
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These controls are designed
to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,
and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions regarding
required disclosure.
Based on this evaluation,
our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of September 30, 2021, at reasonable
assurance level, for the following reasons:
·
Ineffective control environment and lack of qualified full-time comptroller who has SEC experience to focus on our financial affairs;
·
Lack of qualified and sufficient personnel, and processes to adequately and timely identify making any and all required public disclosures;
·
Inadequate internal controls over the application of new accounting principles or the application of existing accounting principles to new transactions;
·
Inadequate internal controls relating to the authorization, recognition, capture, and review of transactions, facts, circumstances, and events that could have a material impact on the Company’s financial reporting process;
·
Deficient revenue recognition policies;
·
Inadequate internal controls with respect to inventory transactions and other transactions.
Our Board of Directors has
assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. We are reviewing various
potential solutions to remedy the processes that would eliminate the issues that may arise due to the absence of separation of duties
within the financial reporting functions. Additionally, the Board of Directors will work with management to continuously review controls
and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure
controls and procedures.
We believe that our financial
statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of
operations, and cash flows for all periods presented herein.
Inherent Limitations
– Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls
and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls
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. 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, within our company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon
manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.
Changes in Internal
Control over Financial Reporting – There were no changes in our internal control over financial reporting during the nine
month period ended September 30, 2021, which were identified in conjunction with management’s evaluation required by paragraph
(d) of Rules 13a-15 and 15d-15 under the Exchange Act, 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
ITEM 1. LEGAL PROCEEDINGS
To the best of our management’s
knowledge and belief, there are no material claims that have been brought against us nor have there been any claims threatened.
ITEM 1A. RISK FACTORS
We are a smaller reporting
company and are not required to provide the information under this item pursuant to Regulation S-K.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.