What changed in this filing

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Item 4. Controls and Procedures

2021-05-14 compared with 2020-11-16 · 25 added, 28 removed, 6 unchanged (90% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed

in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal

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

designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the

cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures

also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

Any controls and procedures, no matter how well

designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness

of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that,

our disclosure controls and procedures were not effective due to the following material weakness(es) in internal control over

financial reporting described below.

of a functioning audit committee and a lack of a majority of outside directors on the

Company’s board of directors, resulting in ineffective oversight in the establishment

and monitoring of required internal controls and procedures;

maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial

officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing disclosure controls and procedures, our

management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls

and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance

of achieving the desired control objectives.

management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the

design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based upon that evaluation

and subject to the foregoing, our chief executive officer and chief financial officer concluded that, our disclosure controls and procedures

were not effective due to the material weaknesses in internal control over financial reporting described below.

ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses which are

indicative of many small companies with small number of staff:

segregation of duties consistent with control objectives;

● Insufficient

written policies and procedures for accounting and financial reporting with respect to

the requirements and application of both US GAAP and SEC Guidelines;

written policies and procedures for accounting and financial reporting with respects to the requirements and application of both

GAAP and SEC Guidelines;

security and restricted access to computer systems including a disaster recovery plan;

of formal written policy for the approval, identification and authorization of related

party transactions;

of formal written policy for the approval, identification and authorization of related party transactions;

written whistleblower policy.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange

Act) during the quarter ended September 30, 2020 that have materially affected, or that are reasonably likely to materially affect,

our internal control over financial reporting.

were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act)

during the quarter ended March 31, 2021 that materially affected, our internal control over financial reporting as of that date.

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