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Item 4. Controls and Procedures

2021-11-15 compared with 2021-05-06 · 42 added, 16 removed, 4 unchanged (94% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer (the principal executive officer and principal financial officer, respectively) conducted an evaluation of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)).

The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.

Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

In accordance with SEC rules, an evaluation was performed under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness, as of March 31, 2021, of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuers assets that could have a material effect on the financial statements.

Based on that evaluation as of March 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective.

Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our

principal financial officer and principal accounting officer) have concluded based on their evaluation as of September 30, 2021, that

our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of

1934, as amended (“Exchange Act”)) were not effective because of the identification of a material weakness.

weakness is a deficiency 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 in a timely manner.

The material weakness we discovered

relates to a lack of controls surrounding analysis of appropriate accounting pronouncements, in this case ASU 2016-01 Accounting for Financial

Instruments – Classification and Measurement.

We have since put in place a system to monitor and evaluate any new financial statement

line item above a certain threshold to ensure that a thorough review of the accounting treatment and disclosure is documented.

planned action is intended to assist management with identifying financial accounting standards that may pertain to our business and our

operations, we remain committed to the continuous improvement of our internal control over financial reporting and may implement further

changes intended to enhance our internal control over financial reporting.

The term “disclosure controls

and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company

that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange

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

controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,

including its principal executive officer and principal financial officer and principal accounting officer, or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

During the three months ended March 31, 2021, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II OTHER INFORMATION

During the three months ended

September 30, 2021, in addition to the material weakness described above, our human resources director began a leave of absence and since

that time the accounting department has been performing the human resources job functions.

Additionally, three months ended September

30, 2021, our Director of Operations retired and that position’s responsibilities are primarily being assumed by our Chief Executive

As a small company, these changes in personnel and reallocation of duties can have an impact on our internal controls.

were no other changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange

Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on the Effectiveness of

In designing and evaluating

our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management

necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

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

compliance with the policies or procedures may deteriorate.

OTHER INFORMATION

LEGAL PROCEEDINGS

See Note 12 of Notes to condensed financial statements contained elsewhere in this report.

Note 13 of Notes to condensed financial statements contained elsewhere in this report.

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