1 unchanged sentence
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework or COSO).
−Removed: Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2021.
−Removed: Management identified segregation of duties & maintenance of current accounting records as material weaknesses in internal control over financial reporting.
−Removed: Management is in the continuous process of improving the internal control over financial reporting by engaging a Certified Public Accountant as a consultant to mitigate some of the identified weaknesses.
−Removed: The Company is still in its development stage and intends on bringing in necessary resources to address the weaknesses once full operations have commenced.
−Removed: Management concludes that internal control over financial reporting is ineffective on December 31, 2021.
+Added: Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.
Management’s Report of Internal Control over Financial Reporting
Our management carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).
−Removed: Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
72 unchanged sentences
Frank Monte 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5
−Removed: Oakland Family Trust 3448 Lakeshore Road, Burlington, Ontario, Canada L7N 1B3
+Added: Oakland Family Trust 20 Hempstead Drive, Hamilton, Ontario, Canada L8W 2E7
Total owned by officers and directors
16 unchanged sentences
The full text of the loan agreement is included in this report as Exhibit 10.20, 10.21, 10.22 and 10.23.
−Removed: Effective April 20, 2020, the Company issued its promissory note (“Note”) to one of the Company’s shareholders, Frank Zarcone, in the principal amount of $236,993.
−Removed: The Note contained an original issue discount of $15,300 resulting in net proceeds to the Company of $221,693.
−Removed: The Note carried interest at the rate of 12% per annum and the note matured on April 20, 2021.
−Removed: During the quarter ended, September 30, 2020, the Company paid the outstanding balance and accrued interest in full, in the amount of $251,213.
−Removed: The full text of the loan agreement is included in this report as Exhibit 10.24.
On June 15, 2020, the Company, and its subsidiaries, entered into a Debt Purchase and Assignment Agreement (“Agreement”) with CL Investors Inc.
77 unchanged sentences
Amendment dated May 12, 2021 to Debt Purchase and Assignment Agreement
+Added: Fourth Amending Agreement dated June 12, 2021
+Added: Fifth Amending Agreement dated February 16, 2022
+Added: Sixth Amending Agreement dated October 18, 2022
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
29 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.