What changed in this filing

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Item 4. Controls and Procedures

2021-08-16 compared with 2021-05-14 · 93 added, 88 removed, 10 unchanged (95% of the section changed)

1 unchanged sentence

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.

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

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

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

the assets of the issuer;

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;

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.

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

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.

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:

to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of the assets of the issuer;

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;

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.

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.

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.

March 2021, 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

March 31, 2021, our internal control over financial reporting was ineffective.

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.

June 2021, 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 June 30, 2021, our internal control over financial

reporting was ineffective.

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 March 31, 2021:

of internal control over financial reporting as of June 30, 2021:

have inadequate segregation of duties within our cash disbursement control design.

the quarter ended March 31, 2021, 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.

control deficiencies could result in a material misstatement to our interim or annual financial statements that would not

be prevented or detected.

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.

a publicly traded company, we should strive to have a majority of our board of directors be independent.

the period ending March 31, 2021, 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.

the quarter ended June 30, 2021, 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

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.

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.

the period ending June 30, 2021, 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.

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.

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

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

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.

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.

quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial

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.

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

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.

in Internal Controls over Financial Reporting

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 March 31, 2021, that have materially affected, or are

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

OTHER INFORMATION

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 June 30, 2021, that have materially affected, or are reasonably

likely to materially affect, our 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