What changed in this filing

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Item 4. Controls and Procedures

2023-05-12 compared with 2022-11-04 · 50 added, 22 removed, 5 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES.

AND PROCEDURES.

of Disclosure Controls and Procedures

evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision

and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in

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

Based on that evaluation, our Principal Executive Officer and Principal

Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2022, were not effective to ensure that

information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed,

summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

“disclosure controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by

a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the

time periods specified in the SEC’s rules and forms.

Management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment

in evaluating the cost-benefit relationship of possible controls and procedures.

Notwithstanding the identified material weaknesses,

management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects

our financial condition, results of operations, and cash flows at and for the periods presented in accordance with U.S.

the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,

the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers

concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under 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 in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Controls over Financial Reporting

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

15(f) under the Securities Exchange Act, as amended.

Management, with the participation of the Chief Executive Officer, evaluated the

effectiveness of the Company’s internal control over financial reporting as of March 31, 2023.

In making this assessment, management

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

Integrated Framework (2013 Framework).

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

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

the assets of our company,

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

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

and directors, and

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets

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

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated

financial statements.

Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may

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

Management assessed the effectiveness of our internal control over financial reporting o March 31, 2023.

Based on our assessments, management

determined that we did not maintain effective internal control over financial reporting as of March 31, 2023, due to the material weakness

in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written

policies and procedures for accounting, IT, and financial reporting and record keeping.

intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business identifying

third-party professionals with whom to consult regarding complex accounting applications, and consideration of additional staff with

the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in

the internal controls and financial reporting process.

Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months Ended September 30, 2022 and 2021, that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

LEGAL PROCEEDINGS.

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months Ended March 31, 2023, and 2022, that has

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

are no legal proceedings against the Company, and the Company is unaware of any proceedings contemplated against it.

Risk Factors.

accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under

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