What changed in this filing

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Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-15 · 49 added, 39 removed, 3 unchanged (97% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying

Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2021, pursuant to Rule 13a-15(b) under

the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective

as of September 30, 2021.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under 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 in company reports filed or submitted under the Exchange Act is accumulated and communicated

to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021, covered

by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls

and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the

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

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

in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive

Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the

Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures as of March 31, 2022.

Based upon their evaluation, our Chief Executive Officer and

Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the

Exchange Act) were not effective as of March 31, 2022, because of a material weakness in our internal control over financial reporting.

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.

Specifically, our management has concluded that its control around the interpretation and accounting for certain complex

financial instruments was not effectively designed or maintained.

This material weakness resulted in the restatement of our balance sheet

as of December 28, 2020, our financial statements for the period ended December 31, 2020 and our interim financial statements and notes

for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021.

As a result, our management performed additional

analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with generally accepted

accounting principles in the United States of America.

Accordingly, our management believes that the unaudited condensed financial statements

included in this report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows

for the period presented.

Management understands that the accounting standards applicable to our unaudited condensed financial statements

are complex and has, since our inception, benefited from the support of experienced third-party professionals with whom management has

regularly consulted with respect to accounting issues.

Management intends to continue to further consult with such professionals in connection

with accounting matters.

Changes in Internal Control over Financial

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter ended March 31, 2022, covered by this Quarterly Report on Form 10-Q that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below.

The Chief Executive Officer and Chief Financial

Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter

experts related to the accounting for certain complex features of its financial instruments.

The Company’s management has expended,

and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control

over financial reporting.

The material weakness discussed below was remediated during the quarter ended September 30, 2021.

of a Material Weakness in Internal Control over Financial Reporting

recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components

of internal control.

Consequently, we designed and implemented remediation measures to address the material weakness previously identified

in the second quarter of 2021 and enhanced our internal control over financial reporting.

In light of the material weakness, we enhanced

our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of

the complex accounting standards that apply to our condensed financial statements, including providing enhanced access to accounting

literature, research materials and documents and increased communication among our personnel and third-party professionals with whom

we consult regarding complex accounting applications.

The foregoing actions, which we believe remediated the material weakness in internal

control over financial reporting, were completed as of September 30, 2021.

II - OTHER INFORMATION

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements

and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure

that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

PART II - OTHER INFORMATION

Legal Proceedings

time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

We are not currently aware of any

such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial

condition or results of operations.

have been no material changes in our risk factors from those disclosed in our Amendment No.

1 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2020 filed on May 28, 2021.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

Mine Safety Disclosures

From time to time, we may be subject to legal

proceedings and claims in the ordinary course of business.

We are not currently aware of any such proceedings or claims that we believe

will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

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