What changed in this filing

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Item 4. Controls and Procedures

2022-08-15 compared with 2022-05-16 · 53 added, 61 removed, 9 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of

Disclosure Controls and Procedures

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

5 unchanged sentences

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

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

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.

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 June 30, 2022.

We hired a consultant to advise on technical issues

related to U.S.

generally accepted accounting principles as relates 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

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

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.

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.

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 June 30, 2022, and this assessment identified some deficiencies

in our internal control over financial reporting.

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

Actions have been taken regarding the remediation

plan, however there remain actions to complete:

Walk through and document critical process.

This portion of the plan will commence in Q3

Review resources and organizational structure to address segregation of duty issues and support the

jobs assigned.

The structure has been defined and resources are being identified.

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

The tool has been selected and implementation is taking place.

II – OTHER INFORMATION

LEGAL PROCEEDINGS.

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

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