What changed in this filing

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Item 4. Controls and Procedures

2023-08-21 compared with 2023-05-15 · 51 added, 36 removed, 8 unchanged (92% of the section changed)

Controls and Procedures .

Evaluation of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.

For purposes of this section, the

term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information

required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended

(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 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 and principal financial officers, or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2023, the end of the

period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all

errors and all fraud.

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

that the objectives of the control systems 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.

Because of the inherent limitations in a cost-effective

control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error

or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a

simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people,

or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become

inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,

during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Disclosure and control procedures

management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness

of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act ) as of the end of the period covered by this report on Form 10-Q, and have concluded that, based on such evaluation,

our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting

as of June 30, 2023 as described below.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our consolidated financial statements and other information contained in our quarterly report on Form 10-Q present fairly,

in all material respects, our business, financial condition and results of operations for the periods presented.

Management’s Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a

-15(f) under the Exchange Act .

Our internal control was designed to provide reasonable assurance to our management and board of

directors regarding the preparation and fair presentation of published financial statements.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s

internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial

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 a company’s annual or interim consolidated financial statements will not

be prevented or detected on a timely basis.

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) in Internal Control-Integrated Framework (issued in 2013).

upon the assessments, management has concluded that as of June 30, 2023, there was a material weakness in our internal control over financial

reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting and

financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely

plan to take steps to enhance and improve the design of our internal control over financial reporting.

To remediate our material weaknesses,

we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial

reporting matters;

however, such remediation efforts are largely dependent upon our securing additional financing or generating significant

revenue to cover the costs of implementing the changes required.

effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including

the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate

misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any

system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must

reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate

for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial

II - OTHER INFORMATION

6 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