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Our disclosure controls and procedures are intended to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on this review, our CEO and CFO have concluded that the disclosure controls and procedures were effective as of September 30, 2021.
+Added: Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of Proven Brands, Inc.
+Added: (and its subsidiary That's How We Roll LLC) and KTB Foods Inc.
+Added: (collectively doing business as "That's How We Roll" ("THWR")) from its evaluation of the effectiveness of the Company's disclosure controls and procedures.
+Added: The Company acquired all outstanding stock of THWR on December 28, 2021.
+Added: THWR represented approximately 10% of the Company's consolidated total assets at December 31, 2021.
+Added: THWR's net sales included in our consolidated results for the quarter ended December 31, 2021 were not material.
+Added: Based on this review, our CEO and CFO have concluded that the disclosure controls and procedures were effective as of December 31, 2021.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect every misstatement.
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Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except that, as reported above, on December 28, 2021, the Company acquired all outstanding stock of THWR.
+Added: As a result, the Company is currently integrating THWR’s operations into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates THWR into the Company's overall internal control over financial reporting process.
PART II - OTHER INFORMATION
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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.