What changed in this filing

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Item 4. Controls and Procedures

2024-05-15 compared with 2023-11-14 · 33 added, 29 removed, 3 unchanged (95% of the section changed)

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 September 30, 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 September 30, 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 as noted 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.

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.

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, 2024.

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 .

to the quarter ended March 31, 2024, 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, 2024, 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, 2023 was filed with the SEC.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

The Company granted 75,000 shares in April to one of

the Board directors under the 2020 plan

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