What changed in this filing

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Item 4. Controls and Procedures

2024-05-21 compared with 2024-03-08 · 44 added, 51 removed, 15 unchanged (86% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Principal Executive

Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses

described below, our disclosure controls and procedures were not effective as of December 31, 2023.

See material weaknesses discussed

below in Management’s Annual Report on Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is

responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f).

Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and

procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses

described below, our disclosure controls and procedures were not effective as of March 31, 2024.

See material weaknesses discussed below

in Management’s Annual Report on Internal Control over Financial Reporting.

Management’s Annual

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rule 13a-15(f).

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting

based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Our internal control

over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial

Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and

procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal

Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial

statements for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those policies

and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations

of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely

As of December 31,

2023, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

of March 31, 2024, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Our management concluded

that our internal controls over financial reporting were not effective as of December 31, 2023, due to the following identified

material weaknesses:

that our internal controls over financial reporting were not effective as of March 31, 2024, due to the following identified material

Our control environment is inadequate.

4 unchanged sentences

Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate.

We lack the necessary accounting resources with sufficient SEC reporting experience, US GAAP knowledge and accounting experience.

We also lack the resources to properly account for complex debt and equity transactions and are unable to analyze such transactions timely or in sufficient detail.

Management believes

that despite our material weaknesses, our consolidated financial statements for the quarter ended December 31, 2023 are fairly

believes that despite our material weaknesses, our consolidated financial statements for the quarter ended March 31, 2024 are fairly

stated, in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

During the quarter

ended December 31, 2023, there were no changes in our internal control over financial reporting that have materially affected,

Changes in Internal

Control Over Financial Reporting

the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting that have materially affected,

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

Inherent Limitations Over Internal

Management, including

our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls

Limitations Over Internal Controls

including our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and 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 are met.

Further, the design of a control system must reflect

the fact that there are no resource constraints, and the benefits of controls must be considered relative to their costs.

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 the Company have been detected.

These inherent limitations include the realities that judgements

in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

PART II – OTHER INFORMATION

A control system, no matter how well conceived and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact

that there are no 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 the Company have been detected.

These inherent limitations include the realities that judgements in decision-making

can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people or by management override of the controls.

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