What changed in this filing

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Item 4. Controls and Procedures

2022-11-14 compared with 2022-08-22 · 35 added, 14 removed, 51 unchanged (49% of the section changed)

9 unchanged sentences

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2022 due

to a material weakness in accounting for complex financial instruments.

In light of this material weakness, we performed additional analysis

as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

generally accepted

accounting principles.

Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q

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

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2022

due to a material weakness in accounting for complex financial instruments.

In light of this material weakness, we performed additional

analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

accepted accounting principles.

Accordingly, management believes that the financial statements included in this Quarterly Report on Form

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

of Disclosure Controls and Procedures

20 unchanged sentences

the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not

effective as of June 30, 2022.

effective as of September 30, 2022.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

7 unchanged sentences

in the need to restate prior financials.

The restatement is detailed in the quarterly report for the quarter ending September 30, 2021 as filed on November

The restatement is detailed in the quarterly report for the quarter ending September 30, 2021

as filed on November 15, 2021.

also noted the following to be material weaknesses as of September 30, 2022:

A deferred tax asset was created as a result of the business combination occurring on September 28, 2022.

tax asset was initially calculated prior to consummation of the business combination using projected amounts.

The Company had failed

to update the calculation as of September 30, 2022 using actual amounts from the business combination.

To alleviate this material weakness,

the Company will be required to implement a quarterly control to calculate and review the deferred tax asset, evaluate the necessity

for any valuation allowance, and reconcile it to the general ledger.

As of September 30, 2022, the Company had negative net working capital.

The working capital deficit is largely driven

by the current portion of the long-term payable owed to Partner Colorado Credit Union.

In accordance with ASC 205-40, in preparing financial

statements for each annual and interim reporting period, management must evaluate whether there are conditions and events that raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements

Substantial doubt was raised at September 30, 2022 and the Company failed to document a going concern analysis to identify

the substantial doubt, evaluate whether the substantial doubt was alleviated by management’s plans, and disclose the going concern

in the September 30, 2022 10-Q.

To alleviate this material weakness, the Company will be required to implement a quarterly control to

perform a going concern analysis and properly disclose when a substantial doubt is determined.

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 Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting, with the exception of the below.

Other than as noted above in the September 30, 2022 material weaknesses,

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 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, with the exception of the below.

Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures

including consulting with subject matter experts related to the accounting for temporary and permanent equity and the restatement of prior financials.

including consulting with subject matter experts related to the accounting for temporary and permanent equity and the restatement of

prior financials.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources

7 unchanged sentences

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