What changed in this filing

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Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-22 · 46 added, 52 removed, 1 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15-d-15(b) under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, with the participation

of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer

(“CFO”) of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered

by this report.

The term “disclosure controls and procedures,” as defined under Rules 13a-15(e) and 15d-15(e) under 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.

Disclosure controls and procedures include, without limitation, controls and procedures

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 accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer,

as appropriate to allow timely decisions regarding required disclosure.

Based upon such evaluation, the Company’s CEO (the principal

executive officer) and CFO (the principal financial officer) concluded that the Company’s disclosure controls and procedures as

of September 30, 2021 were not effective.

Due to identified control deficiencies regarding

the lack of segregation of duties and the need for a stronger internal control environment, the Company’s principal executive officer

and principal financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of

the period covered by this report.

Specifically, the Company’s controls and procedures were ineffective because the Company did

not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted

in the Company’s closing process not identifying all required adjustments and disclosures in a timely fashion.

The Company expects

that it will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial

reporting matters.

The Company may experience delays in doing so and any such additional employees would require time and training to

learn the Company’s business and operating processes and procedures.

For the near-term future, until such personnel are in place,

this will continue to constitute a material weakness in the Company’s disclosure controls and procedures that could result in material

misstatements in the Company’s financial statements not being prevented or detected.

To address the material weaknesses, the Company

performed additional analysis and other procedures in an effort to ensure its financial statements included in this Quarterly Report on

Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States.

Accordingly, management

believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition,

results of operations and cash flows for the periods presented.

The Company’s principal executive officer

and principal financial officer do not expect that the Company’s disclosure controls and procedures or its internal controls will

prevent all error or 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.

Due to 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, have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s

internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely

to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

of Disclosure Controls and Procedures

to Rules 13a-15(b) and 15-d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company

carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer

(“CEO”) and Chief Financial Officer (“CFO”) of the effectiveness of the Company’s disclosure controls and

procedures as of the end of the period covered by this report.

The term “disclosure controls and procedures,” as defined

under Rules 13a-15(e) and 15d-15(e) under 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.

Disclosure controls and procedures include,

without limitation, controls and procedures 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 accumulated and communicated to the company’s management, including its principal

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

such evaluation, the Company’s CEO (the principal executive officer) and CFO (the principal financial officer) concluded that the

Company’s disclosure controls and procedures as of March 31, 2022 were not effective.

to identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment,

the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls

and procedures were ineffective as of the end of the period covered by this report.

Specifically, the Company’s controls and procedures

were ineffective because the Company did not have an adequate process established to ensure appropriate levels of review of accounting

and financial reporting matters, which resulted in the Company’s closing process not identifying all required adjustments and disclosures

in a timely fashion.

The Company expects that it will need to hire accounting personnel with the requisite knowledge to improve the levels

of review of accounting and financial reporting matters.

The Company may experience delays in doing so and any such additional employees

would require time and training to learn the Company’s business and operating processes and procedures.

For the near-term future,

until such personnel are in place, this will continue to constitute a material weakness in the Company’s disclosure controls and

procedures that could result in material misstatements in the Company’s financial statements not being prevented or detected.

address the material weaknesses, the Company performed additional analysis and other procedures in an effort to ensure its financial

statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles

in the United States.

Accordingly, management believes that the financial statements included in this report fairly present in all material

respects the Company’s financial condition, results of operations and cash flows for the periods presented.

Company’s principal executive officer and principal financial officer do not expect that the Company’s disclosure controls

and procedures or its internal controls will prevent all error or 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.

Due to 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, have been detected.

in Internal Control over Financial Reporting

have been no changes in the Company’s internal control over financial reporting during its most recent fiscal quarter that have

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

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