What changed in this filing

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Item 4. Controls and Procedures

2023-08-14 compared with 2023-05-12 · 31 added, 32 removed, 3 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure

controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act

of 1934, as amended, or the Exchange Act.

Our Disclosure Controls are designed to ensure that information required to be disclosed

by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed,

summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily

applied its judgment in evaluating and implementing possible controls and procedures.

As of the end of the period covered by this

Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was

done under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial

Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Principal Financial Officer has concluded

that, as of March 31, 2023, our Disclosure Controls were not effective due to a material weakness in the Company’s internal

control over financial reporting.

The ineffectiveness of our internal control over financial reporting at March 31, 2023,

was due to an insufficient degree of segregation of duties among our accounting and financial reporting personnel.

During the remainder

of 2023, we intend to work to remediate the material weaknesses identified above, which could include the addition of accounting

and financial reporting personnel and/or the engagement of accounting and personnel consultants on a limited-time basis until we

add a sufficient number of personnel.

Change in Internal Control over Financial

Except as described

above, there were no changes in our internal control over financial reporting that occurred during the three months ended March

31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Controls and Procedures

maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act.

Our Disclosure Controls are designed to ensure that information required

to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is

recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms.

Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to

our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure.

In designing and evaluating our Disclosure Controls, management recognized that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives,

and management necessarily applied its judgment in evaluating and implementing possible controls and procedures.

As of the end

of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our

Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive

Officer and Principal Financial Officer.

Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Principal

Financial Officer has concluded that, as of June 30, 2023, our Disclosure Controls were not effective due to a material weakness

in the Company’s internal control over financial reporting.

The ineffectiveness of our internal control over financial

reporting at June 30, 2023 was due to an insufficient degree of segregation of duties among our accounting and financial reporting

During the remainder of 2023, we intend to work to remediate the material weaknesses identified above, which could

include the addition of accounting and financial reporting personnel and/or the engagement of accounting and personnel consultants

on a limited-time basis until we add a sufficient number of personnel.

in Internal Control over Financial Reporting

as described above, there were no changes in our internal control over financial reporting that occurred during the three months

ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

II - OTHER INFORMATION

LEGAL PROCEEDINGS

Not required to be provided by smaller reporting companies.

UNREGISTERED SALES OF EQUITY SECURITIES AND

USE OF PROCEEDS.

required to be provided by smaller reporting companies.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

DEFAULTS UPON SENIOR SECURITIES

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