What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2023-04-12 · 13 added, 39 removed, 3 unchanged (95% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act

(defined below)).

Based upon that evaluation, our principal executive officer and principal financial officer concluded that,

as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required

to be disclosed in 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 is accumulated and communicated to our management, including our principal

executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive

officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent

all error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there

are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

have been detected.

Accordingly, management believes that the financial statements included in this report fairly present in all material

respects our financial condition, results of operations and cash flows for the periods presented.

Because the Company was dormant from February

2010 to January 2021 disclosure controls and procedures as of March 31, 2020 are deemed to be ineffective.

Changes in Internal Control Over Financial

In addition, our management with the participation

of our Principal Executive Officer and Principal Financial Officer have determined that change in our internal control over financial

reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during or subsequent

to the quarter ended March 31, 2020 that internal control over financial reporting is deemed to be ineffective.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023.

Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

(1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(3) inadequate segregation of duties consistent with control objectives;

and (4) management is dominated by one individual without adequate compensating controls.

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future.

Until such time as we have a chief financial officer with the requisite expertise in U.S.

GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

The Company is subject to legal proceedings and

claims that arise in the ordinary course of its business.

Although occasional adverse decisions or settlements may occur, the Company

believes that the final disposition of such matters will not have material adverse effect on its financial position, results of operations

or liquidity.

No material changes from risk factor as previously

Unregistered Sales of Securities and Use of Proceeds –

S-1/A Registration Statement

Defaults upon Senior Securities

of Matters to a Vote of Security Holders

Not applicable

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