What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-14 · 25 added, 38 removed, 2 unchanged (97% of the section changed)

CONTROLS AND PROCEDURES

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 September 30, 2022.

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

audit functions.

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

However, to the

extent possible, we are implementing 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, 2022 that have materially

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

Evaluation of disclosure controls and procedures.

In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, as

amended (“Exchange Act”) we carried out an evaluation, under the supervision and with the participation of our management,

including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness and design

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period

covered by this report.

Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2023, our disclosure controls and

procedures were effective to provide reasonable assurance 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 is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding

required disclosure.

Inherent Limitations on Controls.

Management, including the CEO and CFO, does not expect that our disclosure controls and procedures

will prevent or detect all errors and fraud.

Any control system, no matter how well designed and operated, is based upon certain assumptions

and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide

absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any,

within the Company have been detected.

The design of a control system must reflect the fact that there are resource constraints, and

the benefits of controls must be considered relative to their costs.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting

during our fiscal quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal

controls over financial reporting.

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