What changed in this filing

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Item 4. Controls and Procedures

2022-05-13 compared with 2021-11-10 · 24 added, 35 removed, 24 unchanged (71% 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 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 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.

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

9 unchanged sentences

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;

written whistleblower policy.

Plan to Remediate the Material Weakness

has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses

are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions planned include:

to search for and evaluate qualified independent outside directors;

recent addition of functioning audit committee;

The Company has added a functioning audit

committee and adopted written policies on related party transactions and whistleblower protection.

Additionally, the Company has added

qualified independent outside directors and hired additional qualified officers and skilled accounting personnel.

The other remediation

actions planned include:

of our accounting processes and control procedures;

gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a publicly-traded

and improve current accounting policies and procedures and develop a thorough document detailing said policies and procedures with

respects to the requirements and application of both U.S.

GAAP and SEC Guidelines;

documentation and implementation of control procedures and the implementation of control monitoring;

and remedy gaps in our security and restricted access policies to computer systems and implement a disaster recovery plan.

of a formal written related party transaction policy and whistleblower policy.

are committed to maintaining a strong internal control environment and believe that these remediation efforts will represent significant

improvements in our control environment.

Our management will continue to monitor and evaluate the relevance of our risk-based approach

and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking

further action and implementing additional enhancements or improvements, as necessary and as funds allow.

report on internal control over financial reporting was not subject to attestation by the Company’s registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit a Smaller Reporting Company to provide only Management’s

report in this interim report, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting

go undetected.

in 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 September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

discussed above, we are implementing certain measures to remediate the material weaknesses identified in the design and operation of

our internal control over financial reporting.

Other than those measures, there 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 three months ended March 31, 2022, that materially

affected, our internal control over financial reporting as of that date.

II – OTHER INFORMATION

5 unchanged sentences

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