What changed in this filing

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Item 4. Controls and Procedures

2023-06-06 compared with 2022-11-14 · 35 added, 68 removed, 2 unchanged (98% 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, 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 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 September 30, 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.

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.

Evaluation of Disclosure Controls

and Procedures

Our management, with the participation

of the principal executive and principal financial officers, evaluated 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, as amended, or Exchange

Act, as of the end of the period covered by this Report.

Our disclosure controls and procedures are designed to provide reasonable,

not absolute, assurance that the objectives of our disclosure control system are met.

Because of inherent limitations in all control

systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

Based on that evaluation, our Chief Executive Officer and our Chief Financial

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

controls and procedures were not effective as of March 31, 2023.

The material weaknesses relate to a lack of segregation

of duties between accounting and other functions and the absence of sufficient depth of in-house accounting personnel with the

ability to properly account for complex transactions.

The Company plans to implement additional

internal controls or enhance existing internal controls to strengthen its control environment .

Subsequent to the quarter ended

March 31, 2023, the company is reviewing a plan to engage additional internal staff, external staff, or an advisory firm to provide support

on technical issues related to U.S.

GAAP as related to the maintenance of our accounting books and records and the preparation of our

financial statements.

in Internal Control Over Financial Reporting

Except with respect

to the above, during the quarter ended March 31, 2023, there were no additional 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.

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS.

No new risk factors noted since our Annual

Report on Form 10-K for the year ended December 31, 2022.

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