What changed in this filing

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Item 4. Controls and Procedures

2023-06-13 compared with 2022-12-12 · 34 added, 27 removed, 3 unchanged (95% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

on evaluation as of the end of the period covered by this Form 10-Q, our principal executive officer and principal financial officer

have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not

effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s rules and

forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

of period covered by this Quarterly Report on Form 10-Q, we have concluded that our internal control over financial reporting was not

effective including the following material weakness:

sufficient accounting staff to appropriately segregate duties and leverage decision makers

to consolidate new entities and complete timely reporting of financial data;

sufficient orientation and experience with new ERP systems platform which hindered productivity

and required additional supervision delaying timely reporting of financial statements.

Remedial Measures

September 19, 2022, the Company hired a well-qualified Chief Financial Officer (Anthony Gruber), with significant experience in financial

reporting and controls, who reports to the Chief Executive Officer.

Effective December 12, 2022, the Company has additionally hired a

well-qualified and experienced Corporate Controller with substantial public company experience.

The CFO and Controller will be leading

a thorough review of the Company’s financial and disclosure controls.

In addition, they will focus on the completion of the implementation

of the Company’s new financial reporting system.

Changes in Internal Control over Financial Reporting

than the above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially

Controls and Procedures

Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports

that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms.

Our disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated

to management, including our Chief Executive Officer and Chief Financial Officer, who serves as our principal executive officer and our

principal financial officer, respectively, as appropriate, to allow timely decisions regarding required disclosure.

In designing and

evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well-designed

and operated, can provide only reasonable assurance of achieving the desired control objectives.

Due to the inherent limitations of control

systems, not all misstatements may be detected.

These inherent limitations include the realities that judgments in decision-making can

be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the control.

Controls and procedures can only

provide reasonable, not absolute, assurance that the above objectives have been met.

of April 30, 2023, we evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

were effective, at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we

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

rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer,

as appropriate to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15, that occurred

during our last quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

II - OTHER INFORMATION

Legal Proceedings.

time to time, we may be involved in litigation incidental to the conduct of our business.

We are currently not involved in any litigation

that we believe could have a material effect on our financial condition or results of operations.

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