What changed in this filing

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Item 4. Controls and Procedures

2022-08-18 compared with 2022-02-17 · 56 added, 10 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also 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.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective due to the material weaknesses below which are indicative of many small companies with small number of staff:

We maintain a system of disclosure

controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports

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

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

financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating our

disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls

and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating

the benefits of possible controls and procedures relative to their costs.

The Company’s management,

with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design

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

of the period covered by this Report.

Based upon that evaluation , our

principal executive officer and principal financial officer concluded that, as of June 30, 2022, our disclosure controls and procedures

were not effective due to the material weaknesses in internal control over financial reporting described below.

Thus, there remains a

reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected

on a timely basis.

This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s

internal control over financial reporting.

Accordingly, we cannot provide reasonable assurance that information required to be disclosed

by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial

and executive officers to make timely decisions regarding required disclosures as of June 30, 2022.

Management’s evaluation

was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2022,

and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:

· Inadequate segregation of duties consistent with control objectives;

lack of independent Board of Directors and absence of Audit Committee to exercise oversight responsibility related to financial reporting and internal control;

lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner;

lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives.

· Lack of independent Board of Directors (as of the balance sheet date) and absence of Audit Committee to

exercise oversight responsibility related to financial reporting and internal control;

· Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely

· Lack of documentation on policies and procedures that are critical to the accomplishment of financial

reporting objectives.

Our management will continue to

monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial

reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary

and as funds allow.

Remediation Plan

Management continues to implement

measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are

designed, implemented, and operating effectively.

The remediation actions planned

· Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting

requirements of a public company;

· Establish an independent Board of Directors (which we expect to establish in our second fiscal quarter

that will end on September 30, 2022) and an Audit Committee to provide oversight for remediation efforts and ongoing guidance regarding

accounting, financial reporting, overall risks and the internal control environment;

● Retain additional accounting personnel with public company financial reporting, technical accounting,

SEC compliance, and strategic financial advisory experience to achieve adequate segregation of duties;

· Continue to develop formal policies and procedures on accounting and internal control over financial reporting

and monitor the effectiveness of existing controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during our quarter ended December 31, 2021 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in

our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter

ended June 30, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial

PART 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