What changed in this filing

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Item 4. Controls and Procedures

2022-08-15 compared with 2022-05-16 · 33 added, 38 removed, 2 unchanged (97% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”),

as of March 31, 2022, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

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

Based on the foregoing, our Certifying Officers concluded that our

disclosure controls and procedures were not effective, as of the end of the period covered by this Quarterly Report on Form 10-Q, due

solely to a material weakness in our internal control over financial reporting.

A material weakness 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company’s

management has concluded that our control around the interpretation and accounting for complex financial instruments issued by the Company

was not effectively designed or maintained.

As a result, we have performed additional analyses as deemed necessary to ensure that our

financial statements were prepared in accordance with U.S.

Accordingly, management believes that the financial statements included

in this report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Disclosure controls and procedures are controls

and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange

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

Disclosure controls

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

reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or

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

Changes in Internal Control over Financial

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter ended March 31, 2022 covered by this Quarterly Report on Form 10-Q that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than as described

In light of the above material weakness, we enhanced

our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of

the complex accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting

literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we

consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can

offer no assurance that these initiatives will ultimately have the intended effects.

PART II – OTHER INFORMATION

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,

the “Certifying Officers”), as of June 30, 2022 we carried out an evaluation of the effectiveness of the design and operation

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

Based on the foregoing,

our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this

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

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2022 covered by

this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The material weakness discussed below was remediated during the quarter ended June 30, 2022.

of a Material Weakness in Internal Control over Financial Reporting

recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components

of internal control.

Consequently, we designed and implemented remediation measures to address the material weakness pertaining to the

accounting for complex financial instruments and enhanced our control over financial reporting.

As a result, we enhanced our system of

evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our

personnel and third-party professionals with whom we consult regarding complex accounting applications.

part of our remediation efforts, we took the following steps:

We implemented procedures

intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions.

We established additional

monitoring and oversight controls designed to ensure the accuracy and completeness of our condensed financial statements and related

a result of our actions, we believe our material weakness has been remediated as of June 30, 2022.

II – OTHER INFORMATION

Legal Proceedings

the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors

in their capacity as such or against any of our property.

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