CONTROLS AND PROCEDURES
−Removed: EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
−Removed: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 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 management, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Our Interim President & Director conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of September 30, 2021.
−Removed: It was determined that there were material weaknesses affecting our disclosure controls and procedures and, as a result of those weaknesses, our disclosure controls and procedures were not effective as of September 30, 2021.
−Removed: These material weaknesses are as follows:
−Removed: Inadequate design of internal control over the preparation of the financial statements and financial reporting processes;
−Removed: Inadequate monitoring of internal controls over significant accounts and processes including controls associated with domestic and Mexican subsidiary operations and the period-end financial reporting process;
−Removed: The absence of proper segregation of duties within significant processes and ineffective controls over management oversight, including antifraud programs and controls.
−Removed: We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed.
−Removed: The Interim President & Director will develop internal control measures to mitigate the lack of inadequate documentation of controls and the monitoring of internal controls over significant accounts and processes including controls associated with the period-ending reporting processes,
−Removed: PART I - FINANCIAL INFORMATION, CONTINUED:
−Removed: Controls and Procedures, continued:
−Removed: and to mitigate the segregation of duties within significant accounts and processes and the absence of controls over management oversight, including antifraud programs and controls.
−Removed: We plan to consult with independent experts when complex transactions are entered into.
+Added: Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures
+Added: At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company's management, including the President and Principal Executive Officer ("PEO") and Principal Financial Officer ("PFO"), of the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act).
+Added: Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.
+Added: Management of the Company believes that these material weaknesses are due to the small size of the Company's accounting staff.
+Added: The small size of the Company's accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
+Added: To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals.
+Added: As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
Changes in Internal Control over Financial Reporting
−Removed: There were no significant changes made to internal controls over financial reporting for the quarter ended September 30, 2021.
+Added: There have been no changes during the quarter ended March 31, 2022 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
+Added: Page 22 of 25
PART II - OTHER INFORMATION
−Removed: LEGAL PROCEEDINGS
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.