What changed in this filing

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Item 4. Controls and Procedures

2022-11-09 compared with 2022-04-19 · 40 added, 45 removed, 7 unchanged (92% of the section changed)

1 unchanged sentence

Report on Disclosure Controls and Procedures

We maintain disclosure controls and

procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange

Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and

Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including

our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial

officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of March 31, 2022, the

end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer,

with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure

controls and procedures.

Our officer concluded that the disclosure controls and procedures were not effective as of the end of the

period covered by this report due to material weaknesses identified below.

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934,

as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's

rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer,

and our chief financial officer, Cassandra DeNunzio, (who is acting as our principal executive officer, principal financial officer and

principle accounting officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2022, the end of the

fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, and chief financial

officer, Cassandra DeNunzio, of the effectiveness of the design and the operation of our disclosure controls and procedures.

concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material

weaknesses identified below.

The matters involving internal controls

and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting

Oversight Board were:

domination of management by a limited individuals without adequate compensating controls, lack of a majority

of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required

internal controls and procedures, inadequate segregation of duties consistent with control objectives and lack of well-established

procedures to identify, approve and report related party transactions.

These material weaknesses were identified by our Chief

Executive Officer who also serves as our Chief Financial Officer in connection with the above annual evaluation.

limitations on effectiveness of controls

and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight

domination of management by a limited individuals without adequate compensating controls, lack of a majority of outside directors

on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures,

inadequate segregation of duties consistent with control objectives and lack of well-established procedures to identify, approve and

report related party transactions.

These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief

Financial Officer in connection with the above evaluation.

Inherent limitations

on effectiveness of controls

Internal control over financial reporting

1 unchanged sentence

of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses

in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by

collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial

reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation

and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control

over Financial Reporting

There have been no changes in our

internal controls over financial reporting that have occurred for the most recent fiscal quarter ending March 31, 2022,

that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II-OTHER

legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and

breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper

management override.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements

on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design

into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can

provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial

There have been no changes in our internal

controls over financial reporting that have occurred for the most recent fiscal quarter ending September 30, 2022, that have materially

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

PART II-OTHER INFORMATION

There are no legal

proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

As a “smaller

reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required

by this Item.

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

UPON SENIOR SECURITIES

SAFETY DISCLOSURES

Not applicable.

reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by

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