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, 2024. 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, 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.
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, 2023 was filed with the SEC.
ITEM 2. 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
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.