What changed in this filing

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Item 4. Controls and Procedures

2023-02-09 compared with 2022-12-19 · 37 added, 15 removed, 32 unchanged (62% of the section changed)

3 unchanged sentences

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

At the end of the quarter ended December 31, 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.

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 December 31, 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:

1 unchanged sentence

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.

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 December 31, 2022, our disclosure controls and procedures were not effective due to the

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.

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.

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

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

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.

Report on Internal Control over Financial Reporting

of December 31, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for

effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments.

Based on that evaluation,

they concluded that during the period covered by this report, such internal controls and procedures were not effective to detect the

inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or

operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered

to be material weaknesses.

matters involving internal controls and procedures that our management considered to be material weaknesses were:

of a functioning audit committee;

(ii) inadequate

segregation of duties consistent with control objectives;

(iii) ineffective

controls over period-end financial disclosure and reporting processes.

aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our

financial statements as of December 31, 2022.

believes the weaknesses identified above have not had any material effect on our financial statements.

However, we are currently reviewing

our disclosure controls and procedures related to these material weaknesses and expect to implement changes as soon as practicable and

as resources allow, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate

resources to remediate these material weaknesses.

on Effectiveness of Controls and Procedures

21 unchanged sentences

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

OTHER INFORMATION

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