What changed in this filing

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Item 4. Controls and Procedures

2022-08-15 compared with 2022-05-16 · 44 added, 46 removed, 21 unchanged (81% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer

have evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2022.

The term “disclosure

controls and procedures,” as defined in Rule 13a-15(e) 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.

Based on its evaluation, management concluded as of March 31, 2022

that its disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting,

described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses,

management believes the financial statements included in this 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 Company’s Chief Executive Officer and

Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2022.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) 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.

Based on its evaluation, management

concluded as of June 30, 2022 that its disclosure controls and procedures were not effective because of material weaknesses in our internal

control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding

the identified material weaknesses, management believes the financial statements included in this 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.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Responsibility, estimates and judgments by management are required to

assess the expected benefits and related costs of control procedures.

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Estimates and judgments by management are required

to assess the expected benefits and related costs of control procedures.

The objectives of internal control include providing management

3 unchanged sentences

The Company’s Chief Executive Officer

and Chief Financial Officer assessed the effectiveness of its internal control over financial reporting as of March 31, 2022.

and Chief Financial Officer assessed the effectiveness of its internal control over financial reporting as of June 30, 2022.

this assessment, its management used the criteria based on the framework in Internal Control - Integrated Framework 2013 issued by the

1 unchanged sentence

The Company’s Chief Executive Officer and Chief Financial Officer

have concluded that, as of March 31, 2022, its internal control over financial reporting was not effective in providing reasonable assurance

have concluded that, as of June 30, 2022, its internal control over financial reporting was not effective in providing reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

2 unchanged sentences

of their assessment with its board of directors.

Based on its evaluation under this framework, management concluded

that its internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

Based on its evaluation under this framework,

management concluded that its internal control over financial reporting was not effective as of the evaluation date due to the factors

stated below.

Insufficient Resources:

The Company has inadequate number of personnel

with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed and operating

entity level controls including risk assessment;

The Company has inadequate

number of personnel with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed

and operating entity level controls including risk assessment;

information and communication;

1 unchanged sentence

Inadequate Segregation of Duties:

The Company has inadequate number

of personnel to properly segregate duties to implement control procedures.

has inadequate number of personnel to properly segregate duties to implement control procedures.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations

which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing

rules and principles, segregation of management duties, scale of organization, and personnel factors.

Internal control over financial

reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from

human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however

these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards

to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

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.

No changes in Internal Control over Financial Reporting has been made

since fiscal year end 2021.

Internal control over financial reporting has

inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation

of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns

resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a

timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into

the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

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.

No changes in Internal Control over Financial

Reporting have been made since fiscal year end 2021.

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