Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly
Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of the Company’s management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer each concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the SEC’s rules and forms, and that such information has been accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding
required disclosure.
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In evaluating the effectiveness of our internal
control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework 2013. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer determined, based upon the existence of the material weakness described below, that we did not maintain effective internal
control over financial reporting as of March 31, 2023. Specifically, we lack a sufficient number of professionals with an appropriate
level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately
while maintaining appropriate segregation of duties. Without such professionals, we did not design and maintain formal accounting policies,
procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls
over the preparation and review of account reconciliations and journal entries.
The lack of adequate staffing levels and expertise
of unusual or infrequent transactions with complex or infrequently applied accounting topics resulted in the insufficient level of supervision,
review and approval of certain information used to prepare our financial statements and the maintenance of effective controls to adequately
monitor and review significant transactions for financial statement completeness and accuracy. These control deficiencies, although varying
in severity, contributed to the material weakness in the control environment. If one or more material weaknesses persist or if we fail
to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results
could be adversely affected.
The above material weakness did not result in
a material misstatement of our previously issued financial statements, however, it could result in a misstatement of our account balances
or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented
or detected.
Management is taking steps to remediate the material
weakness in our internal control over financial reporting. To address the issues, we plan to hire additional personnel. Specifically,
management will:
● Increase
the number of accounting personnel;
● Engage
third party experts to assist management in completing a comprehensive risk assessment to identify, design and implement control activities;
and
● Review
and enhance business policies, procedures and related internal controls to standardize business processes.
We expect to complete the remediation by the
end of 2023. We expect to incur additional costs to remediate this weakness, primarily personnel costs.
Changes in Internal Control Over Financial
Reporting
There have been no changes in our internal control
over financial reporting identified in connection with the evaluation that occurred during the quarter ended March 31, 2023 that have
materially affected, or are reasonably likely to materially affect, the 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.