Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES.
We maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized,
and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
Our management, under the
direction of our Chief Executive Officer and Interim Chief Financial Officer, who is one and the same, has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of March 31, 2023. As part of such evaluation, management considered the matters discussed below relating to
internal control over financial reporting. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer,
has concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2023 to ensure that the
information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis. As
a small Company with limited resources that is mainly focused on the development and sales of our freeze dried products, the Company does
not employ a sufficient number of staff in its finance department to possess an optimal segregation of duties or to provide optimal levels
of oversight. This has resulted in certain audit adjustments and management believes that there may be a possibility for a material misstatement
to occur in future periods while it employs the current number of personnel in its finance department.
To address these material
weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly,
we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results
of operations and cash flows for the periods presented.
There have been no changes
in the Company’s internal control over financial reporting during the three-month period ended March 31, 2023 that materially
affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
29
PART II - OTHER INFORMATION
Item
1. Legal Proceedings.
Other than routine legal proceedings
incident to our business, there are no material legal proceedings to which we are a party or to which any of our property is subject.
ITEM 1A. RISK FACTORS.
As a smaller reporting company,
we are not required to provide the information required by this Item.
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.