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Item 4. Controls and Procedures

2022-11-21 compared with 2022-08-17 · 67 added, 31 removed, 8 unchanged (92% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures:

As of the end of the

period covered by this Form 10-Q, management performed, with the participation of our principal executive officer and principal financial

officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the

Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Our disclosure controls and procedures are designed

to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to

our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required

Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2022,

our disclosure controls and procedures were not effective.

A material weakness is

a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified

the following material weaknesses as of June 30, 2022:

Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

Inability to apply GAAP consistently for routine transactions, and to unique transactions and contracts;

Inability to evaluate the adoption of new reporting standards;

A lack of consistent management involvement during the financial statement preparation process.

To remediate our internal

control weaknesses, management intends to implement the following measures, as finances allow:

Adding sufficient accounting personnel or outside consultants to properly segregate duties and to effect a timely, accurate preparation of the financial statements;

Adhering to internal procedures for timely submission of supporting documents to outside consultants;

Developing and maintaining adequate written accounting policies and procedures, once we hire additional accounting personnel or outside consultants.

The additional hiring

is contingent upon our efforts to obtain additional funding and the results of our operations.

Management expects to secure funds in the

coming fiscal year but provides no assurances that it will be able to do so.

(b) Changes in Internal

Control over Financial Reporting:

Our management conducted

an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial

and accounting officer, of the effectiveness of our disclosure controls and procedures (as 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 Form 10-Q.

Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over

financial reporting described below, our disclosure controls and procedures were not sufficient as of September 30, 2022.

(b) Management’s

Report of Internal Control over Financial Reporting:

Sebastian Lux, as our

Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control

over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation was performed of the effectiveness

of the Company’s internal control over financial reporting.

The evaluation was based on the framework in 2013 Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation

under the criteria set forth in 2013 Internal Control — Integrated Framework, our management concluded that, as of September 30,

2021 our internal control over financial reporting was not effective because of the identification of material weaknesses described as

● We did not have controls designed to validate the completeness

and accuracy of underlying data used in the determination of accounting transactions.

Accordingly, we believe we have a material weakness

because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would

not be prevented or detected on a timely basis.

● We do not have written documentation of our internal control

policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the

Sarbanes-Oxley Act which is applicable to us.

Management evaluated the impact of our failure to have written documentation of our internal

controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that

resulted represented a material weakness.

● We do not have sufficient segregation of duties within accounting

functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible

and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the

recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation

of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented

a material weakness.

● We have an inadequate number of personnel with requisite

expertise in the key functional areas of finance and accounting.

● We do not have a functioning audit committee resulting in ineffective oversight in the establishment and

monitoring of required internal controls and procedures.

for Material Weaknesses in Internal Control over Financial Reporting:

Management of the Company

is committed to improving its internal controls and will (i) continue to use third party specialists to address shortfalls in staffing

and to assist the Company with accounting and finance responsibilities;

(ii) increase the frequency of independent reconciliations of

significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel;

and, (iii) appoint audit

committee members in the immediate future.

The Company has recently added a Chief Financial Officer to replace Mr.

Management has

discussed the material weaknesses noted above with our independent registered public accounting firm.

Due to the nature of these

material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim consolidated

financial statements could occur that would not be prevented or detected during our financial close and reporting process.

Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

(d) Changes in Internal Control over Financial Reporting:

There were no changes

in the Company’s internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected,

in the Company’s internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected,

or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

4 unchanged sentences

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