What changed in this filing

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Item 4. Controls and Procedures

2022-12-19 compared with 2018-08-13 · 44 added, 52 removed, 3 unchanged (97% of the section changed)

and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure

controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports

filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms and to ensure that such information 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.

At the end of the quarter ended June 30, 2018, we carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive officer and the principal financial officer, of

the effectiveness of the design and operation of our disclosure controls and procedures.

We do not have an audit

While we are not currently obligated to have an audit committee, including a member who is an “audit committee

financial expert,”

as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards;

it is management’s view that such a committee is an important internal control over financial reporting, the lack of which

may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

Based on this evaluation,

we determined that as of June 30, 2018, our disclosure controls and procedures were not effective due to the following:

We do not have a majority of independent directors on our board of directors, which may result

in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

We have an inadequate number of personnel to properly implement control procedures.

Due to the size and lack of resources of our Company, we have not fully developed formal accounting

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic

reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within

the time periods specified in the SECs rules and forms and to ensure that such information 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.

At the end of the quarter ended June 30, 2022, we carried out an evaluation, under the supervision and with the

participation of our management, including our principal executive officer and the principal financial officer, of the effectiveness

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

do not have an audit committee:

While we are not currently obligated to have an audit committee, including a member who is an audit

committee financial expert, as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards;

it is managements view that such a committee is an important internal control over financial reporting, the lack of which may

result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

on this evaluation, we determined that as of June 30, 2022, our disclosure controls and procedures were not effective due to the following:

do not have a majority of independent directors on our board of directors, which may result in ineffective oversight in the establishment

and monitoring of required internal controls and procedures.

have an inadequate number of personnel to properly implement control procedures.

to the size and lack of resources of our Company, we have not fully developed formal accounting

policies and procedures.

We have not properly complied with all aspects of the Internal Control-Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Limitations on Effectiveness of Controls

and Procedures

Our management, including

our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect

that our disclosure controls and procedures will prevent all errors and all 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.

have not properly complied with all aspects of the Internal Control-Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in

on Effectiveness of Controls and Procedures

management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer),

does not expect that our disclosure controls and procedures will prevent all errors and all 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.

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.

Because of 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, within the Company have been detected.

These inherent limitations

include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because

of 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.

The design of any system of controls 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.

Over time, controls may become inadequate because of changes in conditions, or the

degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control

system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial

There were no changes in

our internal control over financial reporting during the three months ended June 30, 2018 that have materially affected or are

reasonably likely to materially affect our internal control over financial reporting.

PART II –

OTHER INFORMATION

Because of 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, within the Company have been detected.

These inherent limitations include, but

are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error

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.

The design of any system of controls 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.

Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies

or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or

fraud may occur and not be detected.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the nine months ended June 30, 2022 that have materially affected

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

II – 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