What changed in this filing

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Item 4. Controls and Procedures

2021-05-13 compared with 2020-11-12 · 30 added, 75 removed, 7 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES

Management’s Report Disclosure

Controls and Procedures

the quarter ended September 30, 2020, we carried out an evaluation, under the supervision and with the participation of our management,

including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Based upon that evaluation, our principal executive

officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls

and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange

Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s

rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal

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

the quarter ended March 31, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including

our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Based upon that evaluation, our principal executive officer and principal financial officer

concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure

that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed,

summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions

regarding required disclosure.

principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal

controls will prevent all error or fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, 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

Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, have been detected.

address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our

financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles.

addition, we engaged accounting consultants to assist in the preparation of our financial statements.

Accordingly, management

believes that the financial statements included in this report fairly present in all material respects our financial condition,

results of operations and cash flows for the periods presented.

Management’s Report on Internal

Control over Financial Reporting

Internal control over

financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the

supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and

other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

The management is responsible for

establishing and maintaining adequate internal control over our financial reporting.

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the

effectiveness of our internal control over financial reporting using the Internal Control –

Integrated Framework (2013)

developed by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our Chief Executive

Officer and Interim Financial Officer have concluded that our internal control over financial reporting was not effective as of

September 30, 2020.

We are aware of the

following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize

and report financial data:

Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions

Due to our size and scope of operations, we currently do not have an independent audit committee in place

Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

Inherent limitations on effectiveness

Internal control over

financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice

and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization,

and personnel factors.

Internal control over financial reporting is a process, which involves human diligence and compliance and

is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can

be circumvented by collusion or improper management override.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the

financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement

preparation and presentation.

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 or procedures may deteriorate.

Changes in Internal Control over Financial

There have been no

changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2020, that have

A control system, no matter how well conceived and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Further, 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.

Due to the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

have been detected.

address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial

statements included in this annual report have been prepared in accordance with generally accepted accounting principles.

we engaged accounting consultants to assist in the preparation of our financial statements.

Accordingly, management believes that

the financial statements included in this report fairly present in all material respects our financial condition, results of operations

and cash flows for the periods presented.

in Internal Control over Financial Reporting

have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2021, that have

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

PART II - OTHER INFORMATION

II - OTHER INFORMATION

LEGAL PROCEEDINGS

There are no claims,

actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or

against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or

We are a smaller reporting

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information

under this Item.

UNREGISTERED SALES OF EQUITY

SECURITIES AND USE OF PROCEEDS

are no claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened

by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide

the information under this Item.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

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