Item 4. Controls and Procedures
Item
4.
Controls
and Procedures.
The
term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information
required to be disclosed by the issuer 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 an issuer
in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,
or under the supervision of, our principal executive officer and our principal financial officer and effected by our Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with GAAP and 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 the issuer;
●
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance
with authorizations of management and directors of the issuer; and
●
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s
assets that could have a material effect on the financial statements.
Our
management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and
procedures or our internal controls over financial reporting will prevent all error 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 resource constraints, and the benefits of
controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control
over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. Also, 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.
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Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
In
September 2020, we conducted an evaluation, under the supervision and with the participation of our principal executive officer
and principal financial officer, of the effectiveness of internal control over financial reporting based on the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s
assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational
effectiveness of our internal control over financial reporting. Based on this evaluation, management has concluded that as of
September 30, 2020, our internal control over financial reporting was ineffective.
We
have identified at least the following deficiencies, which together constitute a material weakness in our assessment of the effectiveness
of internal control over financial reporting as of September 30, 2020:
1.
We
have inadequate segregation of duties within our cash disbursement control design.
2.
During
the quarter ended September 30, 2020, we internally performed all aspects of our financial reporting process including, but
not limited to, the underlying accounting records and record journal entries and internally maintained responsibility for
the preparation of the financial statements. Due to the fact these duties were often performed by the same people, a lack
of independent review process was created over the financial reporting process that might result in a failure to detect errors
in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with
the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements
that would not be prevented or detected.
3.
We
do not have a sufficient number of independent or qualified directors for our Board of Directors and a qualified Audit Committee.
We currently have only two (2) independent directors on our board, which is fully comprised of six directors, and accordingly
we do not yet have a functioning audit committee, as the only otherwise qualified director is not independent. Further, as
a publicly traded company, we should strive to have a majority of our board of directors be independent.
For
the period ending September 30, 2020, Greenway internally performed all aspects of its financial reporting process, including,
but not limited to the underlying accounting records and record journal entries and responsibility for the preparation of the
financial statement due to the fact these duties were performed often times by the same people, a lack of review was created over
the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions
used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result
in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
We
are continuing the process of remediating our control deficiencies. However, the material weakness in internal control over financial
reporting that have been identified will not be remediated until numerous new internal controls are implemented and operate for
a period of time, are tested, and we are able to conclude that such internal controls are operating effectively. We cannot provide
assurance that these procedures will be successful in identifying material errors that may exist in our Financial Statements.
We cannot make assurances that we will not identify additional material weaknesses in our internal control over financial reporting
in the future. Our management plans, as capital becomes available to us, to increase the accounting and financial reporting staff
and provide future investments in the continuing education and public company accounting training of our accounting and financial
professionals.
It
should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute,
assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain
assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of
how remote.
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This
quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly
report.
Management
believes that the material weaknesses set forth above did not have a material effect on our financial results. However, the lack
of a functioning audit committee and lack of a majority of independent directors on our board of directors resulting in potentially
ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact our financial
statements.
Changes
in Internal Controls over Financial Reporting
There
were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal
control over financial reporting that occurred during the quarter ended September 30, 2020, that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.