Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure
controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating our
disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls
and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating
the benefits of possible controls and procedures relative to their costs.
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The Company’s management,
with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design
and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end
of the period covered by this Report.
Based upon that evaluation , our
principal executive officer and principal financial officer concluded that, as of June 30, 2022, our disclosure controls and procedures
were not effective due to the material weaknesses in internal control over financial reporting described below. Thus, there remains a
reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected
on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s
internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed
by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial
and executive officers to make timely decisions regarding required disclosures as of June 30, 2022.
Management’s evaluation
was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2022,
and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:
· Inadequate segregation of duties consistent with control objectives;
· Lack of independent Board of Directors (as of the balance sheet date) and absence of Audit Committee to
exercise oversight responsibility related to financial reporting and internal control;
· Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely
manner; and
· Lack of documentation on policies and procedures that are critical to the accomplishment of financial
reporting objectives.
Our management will continue to
monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial
reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary
and as funds allow.
Remediation Plan
Management continues to implement
measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are
designed, implemented, and operating effectively.
The remediation actions planned
include:
· Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting
requirements of a public company;
· Establish an independent Board of Directors (which we expect to establish in our second fiscal quarter
that will end on September 30, 2022) and an Audit Committee to provide oversight for remediation efforts and ongoing guidance regarding
accounting, financial reporting, overall risks and the internal control environment;
● Retain additional accounting personnel with public company financial reporting, technical accounting,
SEC compliance, and strategic financial advisory experience to achieve adequate segregation of duties; and
· Continue to develop formal policies and procedures on accounting and internal control over financial reporting
and monitor the effectiveness of existing controls and procedures.
Changes in Internal Control over Financial Reporting
There have been no changes in
our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter
ended June 30, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial
reporting.
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PART II – OTHER INFORMATION
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.