What changed in this filing

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Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-15 · 36 added, 28 removed, 4 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES

maintain disclosure controls and procedures, as such 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 by us in reports that we file or submit under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions

regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure

controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the disclosure controls and procedures are met.

Additionally, 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.

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.

the supervision and with the participation of our management, we conducted an evaluation, as of September 30, 2021, of the effectiveness

of the design and operations of our disclosure controls and procedures.

Based upon our evaluation, our management, including our principal

executive officer and principal financial officer, has concluded that, as of September 30, 2021, our disclosure controls and procedures

were not effective due to our limited internal audit functions and lack of ability to have multiple levels of transaction review.

Company intends to address the foregoing deficiency by upgrading its accounting software to an ERP (“Enterprise Resource Planning”),

a cloud-based solution, which would add the necessary controls to manage day to day activities such as accounting, procurement, project

management, risk management and compliance as well as to automate the consolidation process of its entities, adding a level of reliability

to the Company’s financial reporting.

The Company proposes to add personnel to address the lack of ability to have multiple level

transaction review.

Management is addressing these steps immediately and has executed an agreement on August 11, 2021, to start implementation

of replacing its current software to an ERP cloud-based solution.

Management anticipates the new ERP solution to be fully operational

by the second quarter of 2022.

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Our management is also required to assess and report on the effectiveness of our internal control

over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

Management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2021.

In making this assessment, we used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).

During our assessment

of the effectiveness of internal control over financial reporting as of December 31, 2021, management identified significant deficiencies

related to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions.

Therefore, our internal

controls over financial reporting were not effective as of March 31, 2022.

has determined that our internal audit function is significantly deficient due to insufficient qualified resources to perform internal

audit functions.

to our size and nature, segregation of all conflicting duties may not always be possible or economically feasible.

However, to the extent

possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions

will be performed by separate individuals.

believe that the foregoing steps will remediate the significant deficiency identified above, and we will continue to monitor the effectiveness

of these steps and make any changes that our management deems appropriate.

Due to the nature of this significant deficiency in our internal

control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or

interim financial statements could occur that would not be prevented or detected.

material weakness (within the meaning of PCAOB Auditing Standard No.

5) is a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented or detected on a timely basis.

A significant deficiency is a deficiency, or a combination of deficiencies,

in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by

those responsible for oversight of the company’s financial reporting.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies and procedures may deteriorate.

in Internal Controls

have been no changes in our internal control over financial reporting during the nine months ended September 30, 2021 that have materially

have been no changes in our internal control over financial reporting during the three months ended March 31, 2022 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged sentence

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