What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-14 · 28 added, 21 removed, 3 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures .

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”).

Based on their evaluation as of the end of the period covered by this report, our

Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective

to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”)

reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure as a result of material weaknesses in our internal control over financial reporting for the following reasons:

Due to our small number of employees and limited resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.

As a result of a lack of qualified accounting personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management’s discussion and analysis, which could lead to overlooking items requiring disclosure.

Difficulty applying complex accounting principles.

We will continue

to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing

additional enhancements or improvements, as necessary and as funds allow.

We do not, however, expect that the material weaknesses in our

disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative

Evaluation of Disclosure

Controls and Procedures .

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule

13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on their evaluation as of the end of the period

covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures

were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission

(“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms,

and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow

timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting result

from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established

policies and procedures to identify, approve, and report related party transactions.

We will continue to monitor

our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional

enhancements or improvements, as necessary and as funds allow.

We do not, however, expect that the material weaknesses in our disclosure

controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative

staff, allowing improved internal control over financial reporting.

Changes in Internal Control Over Financial Reporting .

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange

Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Changes in Internal Control

Over Financial Reporting .

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and

Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably

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

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS

From time to time, the Company

may become a party to legal actions or proceedings in the ordinary course of its business.

At March 31, 2023, there were no such actions

or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes

would be material to its operation or cash flow.

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