What changed in this filing

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Item 4. Controls and Procedures

2021-11-15 compared with 2021-08-16 · 49 added, 42 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

(a) Evaluation

of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities

and Exchange Commission Act of 1934 reports is recorded, processed, summarized, and reported within the time periods specified

in the Securities and Exchange Commissions rules and forms and that such information is accumulated and communicated to

our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, we recognize 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 is required to apply its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

As further discussed below, we carried out an evaluation,

under the supervision and with the participation of our management, including our chief executive officer and chief 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)

of the Exchange Act.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, because of certain

material weaknesses in our internal control over financial reporting our disclosure controls and procedures as defined in Rule 13a-15(e)

and 15d-15(e) under the Exchange Act were not effective as of March 31, 2021.

The material weaknesses relate to the absence of in-house

accounting personnel with the ability to properly account for complex transactions and a lack of separation of duties between accounting

and other functions.

hired a consulting firm to advise us on technical issues related to U.S.

generally accepted accounting principles as related to the

maintenance of our accounting books and records and the preparation of our consolidated financial statements.

Although we are

aware of the risks associated with not having dedicated accounting personnel, we are also at an early stage in the development

of our business.

We anticipate expanding our accounting functions with dedicated staff and improving our internal accounting procedures

and separation of duties when we can absorb the costs of such expansion and improvement with additional capital resources.

the meantime, management will continue to observe and assess our internal accounting function and make necessary improvements

whenever they may be required.

If our remedial measures are insufficient to address the material weakness, or if additional material

weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future,

our consolidated financial statements may contain material misstatements, and we could be required to restate our financial results.

In addition, if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely

financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock

exchange listing requirements.

in Internal Controls over Financial Reporting

has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that

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

II – OTHER INFORMATION

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports

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

rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer

and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating

the disclosure controls and procedures, we recognize 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 is required to apply its judgment

in evaluating the cost-benefit relationship of possible controls and procedures.

As further discussed below, we carried out

an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief

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) of the Exchange Act.

Based on that evaluation, our chief executive officer and chief financial officer

concluded that, because of certain material weaknesses in our internal control over financial reporting our disclosure controls

and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2021.

weaknesses relate to the absence of in-house accounting personnel with the ability to properly account for complex transactions

and a lack of separation of duties between accounting and other functions.

We hired a consulting firm to advise us on

technical issues related to U.S.

generally accepted accounting principles as related to the maintenance of our accounting books

and records and the preparation of our consolidated financial statements.

Although we are aware of the risks associated with not

having dedicated accounting personnel, we are also at an early stage in the development of our business.

We anticipate expanding

our accounting functions with dedicated staff and improving our internal accounting procedures and separation of duties when we

can absorb the costs of such expansion and improvement with additional capital resources.

In the meantime, management will continue

to observe and assess our internal accounting function and make necessary improvements whenever they may be required.

If our remedial

measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in

our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may

contain material misstatements, and we could be required to restate our financial results.

In addition, if we are unable to successfully

remediate this material weakness and if we are unable to produce accurate and timely financial statements, our stock price may

be adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control

over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under

the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or is reasonably

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

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS.

Not required for smaller reporting companies.

UNREGISTERED SALES OF EQUITY

SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

No disclosure required.

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