What changed in this filing

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Item 4. Controls and Procedures

2024-05-20 compared with 2023-11-20 · 45 added, 35 removed, 39 unchanged (67% of the section changed)

3 unchanged sentences

design and operation 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 the Exchange Act, as of September 30, 2023, to ensure that information required to be disclosed by us in

the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed

by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our

principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

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

as of September 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material

weaknesses identified and described below.

Act of 1934, as amended, or the Exchange Act, as of March 31, 2024, to ensure that information required to be disclosed by us in the

reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in

the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal

executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March

31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses

identified and described below.

principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

17 unchanged sentences

Management identified the following three material weaknesses that have caused management to conclude that, as of

September 30, 2023, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at

the reasonable assurance level:

do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending September 30, 2023.

evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our

disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and

nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent

possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls

and procedures and has concluded that the control deficiency that resulted represented a material weakness.

controls over the control environment were not maintained.

Specifically, a formally adopted written code of business conduct and

ethics that governs our employees, officers, and directors was not in place.

Additionally, management has not developed and effectively

communicated to employees its accounting policies and procedures.

March 31, 2024, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the

reasonable assurance level:

We do not have

written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial

reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending March 31, 2024.

Management evaluated

the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have

sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation

of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation

of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and

has concluded that the control deficiency that resulted represented a material weakness.

Effective controls over

the control environment were not maintained.

Specifically, a formally adopted written code of business conduct and ethics that governs

our employees, officers, and directors was not in place.

Additionally, management has not developed and effectively communicated

to employees its accounting policies and procedures.

This has resulted in inconsistent practices.

Further, our Board

of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as

defined in Item 407(d)(5)(ii) of Regulation S-K.

Since these entity level programs have a pervasive effect across the organization,

management has determined that these circumstances constitute a material weakness.

Further, our Board of Directors

does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item

407(d)(5)(ii) of Regulation S-K.

Since these entity level programs have a pervasive effect across the organization, management has

determined that these circumstances constitute a material weakness.

address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements

8 unchanged sentences

change in our system of internal control over financial reporting occurred during the period covered by this report, the period ended

September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

II – OTHER INFORMATION

3 unchanged sentences

or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on April 17, 2023.

see “Risk Factors” in Item 2.01.

Completion of Acquisition or Disposition of Assets of our amended Current Report on Form

8-K filed on April 16, 2024, which are incorporated herein by this reference.

Unregistered Sales of Equity Securities and Use of Proceeds

the three months ended March 31, 2024, we did not issue any unregistered securities not previously reported.

Defaults upon Senior Securities

Mine Safety Disclosures

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