What changed in this filing

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Item 4. Controls and Procedures

2023-03-09 compared with 2023-03-07 · 25 added, 25 removed, 3 unchanged (94% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Principal Executive

Officer and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure

controls and procedures for the Company.

The Certifying Officers have designed such disclosure controls and procedures to ensure

that material information is made known to them, particularly during the period in which this Report was prepared.

The Certifying Officers

are responsible for establishing and maintaining adequate internal control over financial reporting for the Company and used the

“Internal Control over Financial Reporting Integrated Framework” issued by the Committee of Sponsoring Organizations

(“COSO”) to conduct an extensive review of the Company’s “disclosure controls and procedures” (as

defined in the Exchange Act, Rules 13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered by this Report (the “Evaluation

Based upon that evaluation, the Certifying Officers concluded that, as of September 30, 2022, our disclosure controls

and procedures were not effective in ensuring that the information we were required to disclose in reports that we file or submit

under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods

specified in SEC rules and forms.

The deficiency is attributed to the Company not having adequate resources to address complex

accounting matters.

This control deficiency will be monitored, and attention will be given to this matter as we grow.

The Certifying Officers

based their conclusion on the fact that the Company has identified a material weakness in controls over financial reporting, detailed

We expect to be deficient in our disclosure controls and procedures until sufficient capital is available to hire the appropriate

internal accounting staff.

Our Chief Executive Officer

and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls

and procedures for the Company.

The Certifying Officers have designed such disclosure controls and procedures to ensure that material

information is made known to them, particularly during the period in which this Report was prepared.

The Certifying Officers are responsible

for establishing and maintaining adequate internal control over financial reporting for the Company and used the “Internal Control

over Financial Reporting Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) to conduct

an extensive review of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e)

and 15-d-15(e)) as of the end of each of the periods covered by this Report (the “Evaluation Date”).

Based upon that evaluation,

the Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective in ensuring

that the information we were required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934, as

amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

The deficiency is

attributed to the Company not having adequate resources to address complex accounting matters.

This control deficiency will be monitored,

and attention will be given to this matter as we grow.

The Certifying Officers based

their conclusion on the fact that the Company has identified a material weakness in controls over financial reporting, detailed above.

We expect to be deficient in our disclosure controls and procedures until sufficient capital is available to hire the appropriate internal

accounting staff.

Changes in Internal Controls

There have been no changes

in our internal controls over financial reporting during the three months ended September 30, 2022, that have materially affected

or are reasonably likely to materially affect our internal controls.

There have been no changes in

our internal controls over financial reporting during the three months ended December 31, 2022, that have materially affected or are

reasonably likely to materially affect our internal controls.

PART 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