What changed in this filing

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Item 4. Controls and Procedures

2021-11-12 compared with 2021-08-16 · 44 added, 51 removed, 4 unchanged (96% of the section changed)

1 unchanged sentence

As of the end of the period covered by this Quarterly

Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management,

including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of

the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.

Based upon this evaluation, the Chief Executive

Officer and Chief Financial Officer each concluded that the Company’s disclosure controls and procedures were not effective to

provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the

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

that such information has been accumulated and communicated to the Company’s management, including the Company’s Chief Executive

Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

In evaluating the effectiveness of our internal

control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control - Integrated Framework 2013.

Based on this evaluation, our Chief Executive Officer and our Chief

Financial Officer determined, based upon the existence of the material weakness described below, that we did not maintain effective internal

control over financial reporting as of June 30, 2021.

● We did not design or maintain an effective

control environment commensurate with the financial reporting requirements.

Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of the Company’s management,

including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure

controls and procedures pursuant to Exchange Act Rule 13a-15.

Based upon this evaluation, the Chief Executive Officer and Chief Financial

Officer each concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information

required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified by the SEC’s rules and forms, and that such information has been accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding

required disclosure.

evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework 2013.

Based on this evaluation,

our Chief Executive Officer and our Chief Financial Officer determined, based upon the existence of the material weakness described below,

that we did not maintain effective internal control over financial reporting as of September 30, 2021.

did not design or maintain an effective control environment commensurate with the financial reporting requirements.

Specifically,

we lack a sufficient number of professionals with an appropriate level of accounting knowledge,

training and experience to appropriately analyze, record and disclose accounting matters

timely and accurately while maintaining appropriate segregation of duties.

Without such professionals,

we did not design and maintain formal accounting policies, procedures and controls to achieve

complete, accurate and timely financial accounting, reporting and disclosures, including

controls over the preparation and review of account reconciliations and journal entries.

The lack of adequate

staffing levels resulted in insufficient time spent on review and approval of certain information used to prepare our financial statements

and the maintenance of effective controls to adequately monitor and review significant transactions for financial statement completeness

and accuracy.

These control deficiencies, although varying in severity, contributed to the material weakness in the control environment.

If one or more material weaknesses persist or if we fail to establish and maintain effective internal control over financial reporting,

our ability to accurately report our financial results could be adversely affected.

The above material weakness

did not result in a material misstatement of our previously issued financial statements, however, it could result in a misstatement of

our account balances or disclosures that would result in a material misstatement of our annual or interim financial statements that would

not be prevented or detected.

Management is taking

steps to remediate the material weakness in our internal control over financial reporting.

To address the issues, we plan to hire additional

personnel in the next few months.

we lack a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately

analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties.

such professionals, we did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate

and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations

and journal entries.

lack of adequate staffing levels resulted in insufficient time spent on review and approval of certain information used to prepare our

financial statements and the maintenance of effective controls to adequately monitor and review significant transactions for financial

statement completeness and accuracy.

These control deficiencies, although varying in severity, contributed to the material weakness in

the control environment.

If one or more material weaknesses persist or if we fail to establish and maintain effective internal control

over financial reporting, our ability to accurately report our financial results could be adversely affected.

above material weakness did not result in a material misstatement of our previously issued financial statements, however, it could result

in a misstatement of our account balances or disclosures that would result in a material misstatement of our annual or interim financial

statements that would not be prevented or detected.

is taking steps to remediate the material weakness in our internal control over financial reporting.

To address the issues, we plan to

hire additional personnel.

Specifically, management will:

● Increased the number of accounting personnel;

● Begin discussions with third party experts to assist management

in completing a comprehensive risk assessment to identify, design and implement control activities;

● Begin reviewing and enhancing business policies, procedures and

related internal controls to standardize business processes.

We expect to complete the remediation by the

We expect to incur additional costs to remediate this weakness, primarily personnel costs.

Changes in Internal Control Over Financial

There have been no changes in the Company’s

internal control over financial reporting identified in connection with the evaluation that occurred during the second quarter ended

in 2021 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

PART II – OTHER INFORMATION

the number of accounting personnel;

discussions with third party experts to assist management in completing a comprehensive risk assessment to identify, design and implement

control activities;

reviewing and enhancing business policies, procedures and related internal controls to standardize business processes.

expect to complete the remediation by the end of 2022.

We expect to incur additional costs to remediate this weakness, primarily personnel

in Internal Control Over Financial Reporting

There have been no changes in our internal control

over financial reporting identified in connection with the evaluation that occurred during the third quarter ended September 30, 2021

that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

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