Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure
Controls and Procedures:
We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and
that such information is accumulated and communicated to management, including Michael Lavigne, our Principal Accounting Officer, as appropriate,
to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits
of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our
CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective
as of such date as a result of material weaknesses in our internal control over financial reporting due to lack of segregation of duties,
a limited corporate governance structure, and lack of a formal review process that includes multiple levels of review as discussed in
Item 9A of our Form 10-K for the fiscal year ended December 31, 2020.
While we strive to segregate duties as much as
practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that
this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining
operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional
staffing.
Changes in Internal Control Over Financial
Reporting:
There were no changes in our internal control
over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
23
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk
factors disclosed in Item 1A. to Part I. of our Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
All sales of unregistered securities were reported
on Form 8-K during the period.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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.