Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
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.
Changes
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.
21
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS
No new risk factors noted since our Annual
Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
No disclosure required.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.