What changed in this filing

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Item 4. Controls and Procedures

2022-08-12 compared with 2022-05-12 · 40 added, 44 removed, 1 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures as of March 31, 2022.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal

executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

We have adopted and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under

the Exchange Act, such as this Quarterly Report on Form 10-Q, is collected, recorded, processed, summarized, and reported within

the time periods specified in the rules of the SEC.

Our disclosure controls and procedures are also designed to ensure that such

information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

Management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their

objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2022, our Chief Executive Officer and Chief Financial

Officer concluded that, as of such a date, our disclosure controls and procedures were not effective d ue

to the material weaknesses in our internal control over financial reporting, as further described below .

a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act.

We expect that the

requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some

activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control

over financial reporting.

do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.

has developed and is executing a remediation plan to address the disclosed material weaknesses.

We are actively recruiting to retain

a full-time controller and we are utilizing the assistance of outside advisors where appropriate.

remediate the existing material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts.

The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time

and management has concluded, through testing, that these controls are operating effectively.

As of March 31, 2022, the material weakness

has not been remediated.

in Internal Control over Financial Reporting

the three months ended March 31, 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a

15(f) and 15d 15(f) of the Exchange Act) that occurred that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

PART II—OTHER

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company

in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act

is accumulated and communicated to the company’s management, including its principal executive and principal financial officers,

or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have adopted and maintain

disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed

to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Quarterly

Report on Form 10-Q, is collected, recorded, processed, summarized, and reported within the time periods specified in the rules of

Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management

to allow timely decisions regarding required disclosure.

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

and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as

of June 30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such a date, our disclosure controls and

procedures were not effective d ue to the material weaknesses in our internal control over financial

reporting, related to not yet having retained sufficient staff or engaged sufficient outside consultants with appropriate experience

in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures over internal

Remediation Plan

Management has developed

and is executing a remediation plan to address the previously disclosed material weaknesses, due to inadequate staffing levels.

retained a full-time controller and we are utilizing the assistance of outside advisors where appropriate.

To remediate the existing

material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts.

The material weaknesses

cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded,

through testing, that these controls are operating effectively.

As of June 30, 2022, the material weakness has not been remediated.

Changes in Internal Control over Financial

During the six months ended June 30, 2022, there were no changes in our

internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred that have materially

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

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