What changed in this filing

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Item 4. Controls and Procedures

2023-10-30 compared with 2023-06-20 · 52 added, 50 removed, 13 unchanged (89% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer

and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules

13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on this evaluation, our Principal

Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls

and procedures were not effective as of March 31, 2023.

See material weaknesses discussed below in Management’s Annual Report on

Internal Control over Financial Reporting.

Our Principal Executive

Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses

described below, our disclosure controls and procedures were not effective as of June 30, 2023.

See material weaknesses discussed

below in Management’s Annual Report on Internal Control over Financial Reporting.

Management’s Annual 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).

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in

the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over

financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external

reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and procedures that (i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our

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

accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our

assets that could have a material effect on the financial statements.

A 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

As of March 31, 2023, we

conducted an evaluation of the effectiveness of our internal control over financial reporting.

Our management concluded that our internal

controls over financial reporting were not effective as of March 31, 2023 due to the following identified material weaknesses:

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).

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting

based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Our internal control

over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial

Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and

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

and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations

of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A 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 our annual or interim financial statements will not be prevented or detected on a timely

As of June 30, 2023,

we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Our management concluded that

our internal controls over financial reporting were not effective as of June 30, 2023 due to the following identified material

Our control environment is inadequate.

6 unchanged sentences

We also lack the resources to properly account for complex debt and equity transactions and are unable to analyze such transactions timely or in sufficient detail.

Management believes that

despite our material weaknesses, our consolidated financial statements for the quarter ended March 31, 2023 are fairly stated, in all

material respects, in accordance with GAAP.

Management believes

that despite our material weaknesses, our consolidated financial statements for the quarter ended June 30, 2023 are fairly stated,

in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

During the quarter ended

March 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably

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

Inherent Limitations Over Internal Controls

Management, including our

Principal Executive Officer and Principal Financial Officer, does not expect that 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 no 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 judgements in decision-making can be faulty, and that breakdowns

can occur because of 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 override of the controls.

During the quarter

ended June 30, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are

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

Inherent Limitations Over Internal

Management, including

our Principal Executive Officer and Principal Financial Officer, does not expect that 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 no 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 judgements

in decision-making can be faulty, and that breakdowns can occur because of 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 override of the controls.

PART 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