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Item 4. Controls and Procedures

2022-09-07 compared with 2022-08-24 · 78 added, 82 removed, 2 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures

As of March 31, 2022, being the end of the period

covered by this Report, we carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures”

and “internal control over financial reporting” as of the end of the period covered by this Quarterly Report.

We maintain disclosure controls and procedures as

defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in

our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal

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

Our principal executive officer

and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered

by this quarterly report (the “Evaluation Date”), pursuant to Rule 13a- 15(b) under the Exchange Act.

Based on that evaluation,

our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and

procedures were not effective to ensure that information required to be disclosed in our reports under the Exchange Act 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 management, including our principal executive officer and principal financial officer, as appropriate to allow timely

decisions regarding required disclosure, due to material weaknesses in our control environment and financial reporting process.

Our management, including our principal executive

officer and principal financial officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and

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.

Because of 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, within the Company have

been detected.

These 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.

Additionally, controls can be circumvented by the individual acts of some persons, by

collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based

in part upon 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 conditions;

over time, controls may become inadequate because of changes in conditions,

or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and not be detected.

(b) Management’s Quarterly Report on Internal

Disclosure Controls and Procedures

June 30, 2022, being the end of the period covered by this Report, we carried out an evaluation required by Rule 13a-15 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) under the supervision and with the participation of

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

operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting”

as of the end of the period covered by this Quarterly Report.

disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure

that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated

and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions

regarding required disclosures.

Our principal executive officer and principal financial officer evaluated the effectiveness of

disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”),

pursuant to Rule 13a- 15(b) under the Exchange Act.

Based on that evaluation, our principal executive officer and principal financial

officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information

required to be disclosed in our reports under the Exchange Act 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 management,

including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required

disclosure, due to material weaknesses in our control environment and financial reporting process.

Our management,

including our principal executive officer and principal financial officer, does not expect that our Disclosure Controls and internal

controls will prevent 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 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.

of 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, within the Company have been detected.

These 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.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override

of the control.

of any system of controls also is based in part upon 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 conditions;

over time, controls

may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management’s Quarterly Report on Internal Control over Financial Reporting

Our management

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Exchange Act Rule 13a-15(f).

In evaluating the effectiveness of our internal control over financial reporting, our management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –

Integrated Framework (2013).

Internal 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 and includes those policies and procedures that (a) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit the 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 the our management and directors;

and (c) 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

on our evaluation under the framework described above, as of June 30, 2022, our management concluded that we had “material

weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the

following as of the Evaluation Date:

of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors

on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control

and procedures;

2) inadequate

segregation of duties consistent with control objectives;

3) ineffective

controls over period end financial disclosure and reporting processes.

weakness” is defined under SEC rules as 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 financial

statements will not be prevented or detected on a timely basis by the company’s internal controls.

the date of this Quarterly Report, the Company does not intend to remedy the foregoing and therefore such material weaknesses in

our control environment and financial reporting process will continue due to lack of available capital.

A system of controls, no

matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met,

and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company

have been detected.

Change in Internal Control over Financial Reporting

were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) during the fiscal quarter that could materially affect, or are reasonably likely to materially affect, our internal

control over financial reporting.

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

In evaluating

the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Internal 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 and includes those policies and

procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit the

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 the our management and directors;

and (c) 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 statements.

Based on our evaluation under the framework described

above, as of March 31, 2022, our management concluded that we had “material weaknesses” (as such term is defined below) in

our control environment and financial reporting process consisting of the following as of the Evaluation Date:

1) lack of a functioning audit

committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors,

resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;

2) inadequate segregation of

duties consistent with control objectives;

3) ineffective controls over

period end financial disclosure and reporting processes.

A “material weakness” is defined under

SEC rules as 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 financial statements will not be prevented or detected

on a timely basis by the company’s internal controls.

As of the date of this Quarterly Report, the Company

does not intend to remedy the foregoing and therefore such material weaknesses in our control environment and financial reporting process

will continue due to lack of available capital.

A system of controls, no matter how well designed and operated, cannot provide absolute

assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within a company have been detected.

There were no significant changes to our internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter that could

materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

II – 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