What changed in this filing

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Item 4. Controls and Procedures

2023-06-29 compared with 2023-01-06 · 53 added, 23 removed, 3 unchanged (96% of the section changed)

Controls and Procedures Evaluation

of Disclosure Controls and Procedures

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures

designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended

(the Exchange Act), is recorded, processed, summarized, and reported within the required time periods, and that such information is accumulated

and communicated to our management, including our Chairman, Chief Executive Officer and Chief Financial Officer, as appropriate, to allow

for timely decisions regarding disclosure.

Under the supervision and with the participation of our management, including the Chief Executive

Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange

Act Rule 13a-15(b) as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer has concluded

that these disclosure controls and procedures are ineffective.

There have been no changes to our disclosure controls and procedures during

the Nine months ended September 30, 2022.

There has been no change in our internal control

over financial reporting during the Nine months ended September 30, 2022 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Since the most recent evaluation date, there have been no significant changes in

our internal control structure, policies, and procedures or in other areas that could significantly affect our internal control over financial

Changes in Internal Controls

There were no significant changes in the Company's

internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the

date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II –

(as defined in Rule 13a-15(e) under the Exchange Act).

Disclosure controls and procedures refer to controls and other procedures 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 rules and forms of the SEC and that such information is accumulated and communicated

to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding

required disclosure.

As required by Rule 13a-15(e) of the Exchange

Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and

chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2023.

Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because of

the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year

ended December 31, 2022, which we are still in the process of remediating as of March 31, 2023, our disclosure controls and procedures

were not effective.

Specifically, we did not design and maintain effective controls related to separation of duties as it relates to the

preparation and review of financial statements and monitoring, documenting over internal control procedures and environment.

are directed to Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for the description of these weaknesses.

Remediation of Material Weaknesses in Internal Control Over Financial

We have evaluated the material weakness described

above and our management and board of directors are committed to the design and successful implementation of internal control over financial

reporting as promptly as possible.

We currently plan to evaluate our updated internal controls design and determine whether the controls

have operated effectively during the year ended of 2023 in order to fully remediate the aforementioned material weakness in our internal

control over financial reporting.

As disclosed in our Annual Report on Form 10-K

for the fiscal year ended December 31, 2022, our management has identified the steps necessary to address the material weaknesses, and

in the first quarter of 2023, we continued to implement the following remedial procedures:

· We plan to make necessary changes by providing training to our financial team and our other relevant personnel on the GAAP accounting

guidelines applicable to financial reporting requirements.

· We plan to implement proper documentation procedures

for key functional areas, control objectives and our workflows.

· We plan to reinforce effective compensating controls

can improve the design of the current process with limited human resources.

· We plan to develop a more comprehensive review

process over our accounting policies and procedures to ensure that all required disclosures are included in our consolidated financial

· We plan to perform a review of key business process

controls related to high-risk financial statement accounts, such as revenue, accounts receivables, convertible notes, and significant

transactions, which resulted in addition of newly developed documented control activities, in order to mitigate material weakness and

strengthen the overall control environments.

We intend to complete the remediation of the material

weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so.

Designing and implementing

an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business

and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately

satisfies our reporting obligations.

The remedial measures that we have taken and intend to take may not fully address the material weaknesses

that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future.

discover such conditions, we intend to remediate them as soon as practicable.

We are committed to taking appropriate steps for remediation,

Changes in Internal Control Over Financial Reporting

Other than in connection with the implementation

of the remedial measures described above, there were no changes in our internal controls over financial reporting during the first quarter

of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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