What changed in this filing

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Item 4. Controls and Procedures

2023-05-11 compared with 2022-11-10 · 28 added, 36 removed, 6 unchanged (91% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as such 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 by us in reports that we file or submit under the Exchange Act is

recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions

regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure

controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the disclosure controls and procedures are met.

Additionally, 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.

With respect to the quarter ended September 30,

2022, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design

and operations of our disclosure controls and procedures.

Based upon this evaluation, our Chief Executive Officer has concluded that our

disclosure controls and procedures were not effective as of September 30, 2022 due to the material weaknesses in our internal controls

over financial reporting.

We have a lack of segregation of duties, and a lack of controls in place to ensure that all material transactions

and developments impacting the financial statements are reflected.

The Company is working to change internal controls to address material

weaknesses and adding additional employees as part of a plan to discuss with FINRA.

C hanges in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter

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

Evaluation of Disclosure Controls and Procedures

We maintain disclosure

controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or

submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported

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

Our disclosure controls and procedures are also designed to ensure

that information required to be disclosed in the reports we file or submit under the Exchange Act are accumulated and communicated to

our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding

required disclosure.

During the quarter ended

March 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our principal

executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures,

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our principal executive officer and principal

financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report.

Changes in Internal Control Over Financial

We have not made any

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

quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Limitations on Effectiveness

Our management does not

expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.

A control system, no

matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls

must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can

provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Other Information

3 unchanged sentences

ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us.

There have been no material changes in our risk

factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Reports

on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not Applicable.

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