What changed in this filing

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Item 4. Controls and Procedures

2021-05-17 compared with 2020-11-23 · 42 added, 17 removed, 1 unchanged (98% of the section changed)

AND PROCEDURES.

Controls and Procedures

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and

procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, and the restatement of previously filed financial statements, the Company made an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.

This evaluation resulted in the identification of significant deficiencies that led to the restatement of its previously filed financial statements.

Based on the context in which the individual deficiencies occurred and the resulting restatement of its previously filed financial statements, management has concluded that these significant deficiencies, in combination, represent a material weakness.

The Company’s Chief Executive Officer and Chief Financial Officer also concluded that updates to the disclosure controls and procedures should be made to improve the effectiveness of the controls and procedures to provide reasonable assurance of the assurance of these objectives.

Changes in Internal Control over Financial Reporting

Commencing in 2020, the Company has a new management team and new members of the Board of Directors, including a new Chair of the Audit Committee, which are focused on transitioning the Company to a new management approach, modern thinking, new systems and practices, modern approaches to engagement and a system of internal controls and procedures.

Management’s daily involvement in the business provides it with more than adequate knowledge to identify the areas of financial reporting risks and related controls.

In addition, the procedures followed are integrated within the daily responsibilities of the Company’s employees, allowing management to rely on their own intimate knowledge and supervision of controls.

As the Company’s business plan is implemented and additional staff is added, including a new Chief Financial Officer, management will be able to address these significant deficiencies.

Management also plans to engage a third-party firm to assist in developing Disclosure Controls and Procedures and Internal Controls Over Financial Reporting.

The Company intends to remedy these significant deficiencies dependent on having the financial resources available to complete them.

PART II - OTHER INFORMATION

Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures”

a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed

in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,

processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s

management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

The Company maintains such a system of controls and procedures in an

effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information

required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely

decisions regarding disclosure.

of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation

of the disclosure controls and procedures over financial reporting for the timely alert to material information required to be

included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized

and reported within the time periods specified.

This evaluation resulted in the identification of significant deficiencies.

on the context in which the individual deficiencies occurred, management has concluded that these significant deficiencies, in

combination, represent a material weakness.

The Company’s CEO and CFO also concluded that updates to the disclosure controls

and procedures should be made to improve the effectiveness of the controls and procedures to provide reasonable assurance of the

assurance of these objectives.

in Internal Control Over Financial Reporting

Mitigating these significant deficiencies,

however, is that, commencing in 2020 and 2021, the Company has a new management team and new members of the Board of Directors,

including a new Chair of the Audit Committee, and a new Chief Financial Officer, which are focused on transitioning the Company

to a new management approach, modern thinking, new systems and practices, modern approaches to engagement and a system of internal

controls and procedures.

Management’s daily involvement i n

the business provides it with more than adequate knowledge to identify the areas of financial reporting risks and related controls.

In addition, the procedures followed are integrated within the daily responsibilities of the Company’s employees, allowing

management to rely on their own intimate knowledge and supervision of controls.

As the Company’s business plan is implemented

and additional staff is added, management will be able to address these significant deficiencies.

has also engaged a contract Controller and a third-party firm to assist in developing Disclosure Controls and Procedures and Internal

Controls Over Financial Reporting.

The Company intends to remediate these significant deficiencies dependent on having the financial

resources available to complete them.

OTHER INFORMATION

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