What changed in this filing

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Item 4. Controls and Procedures

2022-08-12 compared with 2022-05-16 · 28 added, 43 removed, 9 unchanged (89% of the section changed)

1 unchanged sentence

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

Under the supervision and with the participation

of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness

of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2022, as such term is defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer has concluded

that our disclosure controls and procedures were effective as of June 30, 2022.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

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

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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.

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.

financial reporting that occurred during the fiscal quarter ended June 30, 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.

The material weakness

discussed below was remediated during the quarter ended June 30, 2022.

Remediation of a Material Weakness in Internal Control over Financial

We 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 fiscal year 2021 and enhance our internal

control over financial reporting.

We have expanded and improved our processes to ensure that the nuances of such transactions were effectively

evaluated in the context of increasingly complex accounting standards.

Based on the actions taken, as well as the evaluation of the design

of the new controls, we concluded that the controls were operating effectively as of June 30, 2022.

As a result, management concluded

that the material weakness was remediated as of June 30, 2022.

PART II - OTHER INFORMATION

5 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