What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2021-08-09 compared with 2021-05-11 · 56 added, 82 removed, 5 unchanged (97% of the section changed)

CONTROLS AND PROCEDURES.

Controls and Procedures  

management, with the participation of our Chief Executive Officer

and Chief Financial Officer, has evaluated the effectiveness of our

disclosure controls and procedures (as such term is defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of

1934, as amended (the “Exchange Act”) as of the end of

the period covered by this Report.

controls are designed to ensure that information required to be

disclosed in the reports we file or submit pursuant to the

Securities Exchange Act of 1934 is recorded, processed, summarized

and reported within the time periods specified in the rules and

forms of the Securities and Exchange Commission, and that such

information is accumulated and communicated to our management,

including our CEO and CFO to allow timely decisions regarding

Disclosure Controls

and Procedures – Our management, with the participation of our Chief Executive Officer and

Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered

by this Report.

These controls are designed

to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is

recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,

and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions regarding

required disclosure.

on this evaluation, our CEO and CFO have concluded that our

disclosure controls and procedures were not effective as of March

31, 2021, at reasonable assurance level, for the following

Ineffective control

environment and lack of qualified full-time CFO who has SEC

experience to focus on our financial affairs;

qualified and sufficient personnel, and processes to adequately and

timely identify making any and all required public

in the period-end reporting process and accounting

internal controls over the application of new accounting principles

or the application of existing accounting principles to new

transactions;

internal controls relating to the authorization, recognition,

capture, and review of transactions, facts, circumstances, and

events that could have a material impact on the Company’s

financial reporting process;

revenue recognition policies;

internal controls with respect to inventory transactions;

and lack of timely accounting for accruals such as prepaid

expenses, accounts payable and accrued liabilities.

Board of Directors has assigned a priority to the short-term and

long-term improvement of our internal control over financial

We are reviewing various potential solutions to remedy

the processes that would eliminate the issues that may arise due to

the absence of separation of duties within the financial reporting

Additionally, the Board of Directors will work with

management to continuously review controls and procedures to

identified deficiencies and implement remediation within our

internal controls over financial reporting and our disclosure

Based on this evaluation,

our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of June 30, 2021, at reasonable assurance

level, for the following reasons:

Ineffective control environment and lack of qualified full-time CFO who has SEC experience to focus on our financial affairs;

Lack of qualified and sufficient personnel, and processes to adequately and timely identify making any and all required public disclosures;

Deficiencies in the period-end reporting process and accounting policies;

Inadequate internal controls over the application of new accounting principles or the application of existing accounting principles to new transactions;

Inadequate internal controls relating to the authorization, recognition, capture, and review of transactions, facts, circumstances, and events that could have a material impact on the Company’s financial reporting process;

Deficient revenue recognition policies;

Inadequate internal controls with respect to inventory transactions;

Improper and lack of timely accounting for accruals such as prepaid expenses, accounts payable and accrued liabilities.

Our Board of Directors has

assigned a priority to the short-term and long-term improvement of our internal control over financial reporting.

We are reviewing various

potential solutions to remedy the processes that would eliminate the issues that may arise due to the absence of separation of duties

within the financial reporting functions.

Additionally, the Board of Directors will work with management to continuously review controls

and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure

controls and procedures.

believe that our financial statements presented in this quarterly

report on Form 10-Q fairly present, in all material respects, our

financial position, results of operations, and cash flows for all

periods presented herein.

Limitations –

Our management, including our Chief

Executive Officer and Chief Financial Officer, does not expect that

our disclosure controls and procedures will prevent all error 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 any system of controls 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.  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.

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 our company

have been detected.  These inherent limitations include

the realities that judgments in decision-making can be faulty, and

that breakdown can occur because of simple error or mistake.

particular, many of our current processes rely upon manual reviews

and processes to ensure that neither human error nor system

weakness has resulted in erroneous reporting of financial

Internal Control over Financial Reporting –

no changes in our internal control over financial reporting during

the three month period ended March 31, 2021, which were identified

in conjunction with management’s evaluation required by

paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act,

that have materially affected, or are reasonably likely to

materially affect, our internal control over financial

We believe that our financial

statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of

operations, and cash flows for all periods presented herein.

Inherent Limitations

– Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls

and procedures will prevent all error 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 any system of controls

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.

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.

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 our company have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdown can occur because of simple error or mistake.

In particular, many of our current processes rely upon

manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal

Control over Financial Reporting – There were no changes in our internal control over financial reporting during the six

month period ended June 30, 2021, which were identified in conjunction with management’s evaluation required by paragraph (d) of

Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

best of our management’s knowledge and belief, there are no

material claims that have been brought against us nor have there

been any claims threatened.

are a smaller reporting company and are not required to provide the

information under this item pursuant to Regulation

To the best of our management’s

knowledge and belief, there are no material claims that have been brought against us nor have there been any claims threatened.

We are a smaller reporting

company and are not required to provide the information under this item pursuant to Regulation S-K.

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