What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-15 · 63 added, 44 removed, 7 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES

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.

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 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.

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,

hired a consultant to advise 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

1 unchanged sentence

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

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

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is

a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

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 basis.

Our management assessed the effectiveness of the

Company’s internal control over financial reporting at March 31, 2022, and this assessment identified some deficiencies in our

internal control over financial reporting.

Remediation plan

The company has established

two procedures to begin addressing the controls area.

Each quarter Senior Managers respond to a questionnaire to identify areas that

would impact the company’s financial statements to be reviewed against the reported financial statements.

Also, quarterly financial

packages are collected and reviewed with each subsidiary to analyze and ensure completeness of their financial statements.

The remediation plan includes:

through and document critical process.

resources and organizational structure to address segregation of duty issues and support the jobs assigned.

a BI tool that will replace Excel worksheets that can be prone to errors.

II – OTHER INFORMATION

LEGAL PROCEEDINGS.

Not required for smaller reporting companies.

UNREGISTERED SALES OF EQUITY

SECURITIES AND USE OF PROCEEDS

No new risk factors noted since our Annual

Report on Form 10-K for the year ended December 31, 2021.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

No disclosure required.

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