What changed in this filing

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Item 4. Controls and Procedures

2022-08-22 compared with 2022-05-23 · 27 added, 22 removed, 11 unchanged (82% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule

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

Based on their evaluation as of the end of the

period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure

controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our

Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time

periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in

our internal control over financial reporting for the following reasons:

· Due to our small number of employees and limited

resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.

· As a result of a lack of qualified accounting

personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management’s

discussion and analysis, which could lead to overlooking items requiring disclosure.

Evaluation of Disclosure Controls and Procedures .

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”).

Based on their evaluation as of the end of the period covered by this report, our

Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective

to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”)

reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure as a result of material weaknesses in our internal control over financial reporting for the following reasons:

Due to our small number of employees and limited resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.

As a result of a lack of qualified accounting personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management’s discussion and analysis, which could lead to overlooking items requiring disclosure.

Difficulty applying complex accounting principles.

continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing

additional enhancements or improvements, as necessary and as funds allow.

We do not, however, expect that the material weaknesses in our

disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative

staff, allowing improved internal control over financial reporting.

These material

weaknesses resulted in our management failing to give effect to options granted during the three months ended March 31, 2022, to

purchase an aggregate of 65,920,895 shares of our common stock issued to our executive officers and a consultant in our Quarterly Report

on Form 10-Q for the period ended March 31, 2022 (the “First Quarter Report”) which was determined by the Company’s

Chief Executive Officer and Chief Financial Officer in connection with the preparation of this report, resulting in an approximately $17.8M

understatement in operating expenses and in common stock and additional paid-in capital for the period ended March 31, 2022.

Company restated its unaudited financial statements as of and for the three months ended March 31, 2022 which were included in an amendment

to the First Quarter Report.

We will continue to monitor our internal control over financial reporting

on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary

and as funds allow.

We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time

as we have added additional personnel, including additional accounting and administrative staff, allowing improved internal control over

financial reporting.

Changes in Internal Control Over Financial

2 unchanged sentences

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS

1 unchanged sentence

may become a party to legal actions or proceedings in the ordinary course of its business.

At March 31, 2022, there were no such actions

At June 30, 2022, there were no such actions

or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes

1 unchanged sentence

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