What changed in this filing

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Item 4. Controls and Procedures

2022-05-06 compared with 2021-11-09 · 36 added, 49 removed, 10 unchanged (89% of the section changed)

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.

Evaluation of Disclosure Controls and

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 Exchange Act as of the end of the period covered by this report.

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;

to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act 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

on this evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective

as of March 31, 2022, at reasonable assurance level, for the following reasons:

ineffective control environment and lack of qualified full-time CFO 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;

deficiencies in the period-end reporting process and accounting policies;

inadequate internal controls over the application of new accounting principles or the application of existing accounting principles to new transactions;

1 unchanged sentence

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.

inadequate internal controls with respect to inventory tracking and transactions;

improper and lack of timely accounting for accruals such as prepaid expenses, accounts payable and accrued liabilities.

The Company is addressing

the ineffective controls, including through the following steps:

The Company added independent directors in the fourth quarter of 2021 and the first quarter of 2022.

The Company has additional financial resources, including funds received through a public offering and a private placement completed in the first quarter of 2022, to enable the hiring of additional personnel that will result in a separation of duties going forward.

The Company established an independent Audit Committee in the first quarter of 2022.

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.

statements presented in this report fairly present, in all material respects, our financial position, results of operations, and cash

flows for all periods presented herein.

Changes in Internal Control Over Financial

Except as set forth above,

there were no changes in our internal control over financial reporting during the quarter ended March 31, 2022, 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.

OTHER INFORMATION

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.

We are not party to, and our property is not the subject of, any material

legal proceedings.

Risk Factors.

We are a smaller reporting

company and are not required to provide the information under this item pursuant to Regulation S-K.

company and are not required to provide the information under this item.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not Applicable.

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