What changed in this filing

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Item 4. Controls and Procedures

2023-11-20 compared with 2023-08-22 · 61 added, 51 removed, 5 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures.

management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s

internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer

and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the

Company’s financial statements for external purposes in accordance with U.S.

Disclosure Controls and Procedures.

The management of the Company is responsible for establishing

and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting is a

process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external

purposes in accordance with U.S.

generally accepted accounting principles.

respect to the period ended June 30, 2023, under the supervision and with the participation of our management, we conducted an evaluation

of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)

promulgated under the Securities Exchange Act of 1934.

upon our evaluation regarding the period ended June 30, 2023, the Company’s management, including its Principal Executive Officer,

has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and

lack of ability to have multiple levels of transaction review.

Material weaknesses noted are lack of an audit committee, lack of a majority

of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal

controls and procedures;

and management is dominated by two individuals, without adequate compensating controls.

However, management

believes the financial statements and other information presented herewith are materially correct.

management assessed the effectiveness of our internal control over financial reporting as of June 30, 2023.

In making this assessment,

our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)

in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria).

Based on our assessment, management

identified material weaknesses related to:

(i) our internal audit functions;

With respect to the period ended September 30, 2023,

under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and

operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange

Based upon our evaluation regarding the period ended

September 30, 2023, the Company’s management, including its Principal Executive Officer, has concluded that its disclosure controls

and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of

transaction review.

Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of

directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

and management

is dominated by two individuals, without adequate compensating controls.

However, management believes the financial statements and other

information presented herewith are materially correct.

Our management assessed the effectiveness of our internal

control over financial reporting as of September 30, 2023.

In making this assessment, our management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance

for Smaller Public Companies (the COSO criteria).

Based on our assessment, management identified material weaknesses related to:

internal audit functions;

(ii) a lack of segregation of duties within accounting functions;

and the lack of multiple levels of review of our accounting data.

Based on this evaluation, our management concluded that as of June

30, 2023, we did not maintain effective internal control over financial reporting.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with any policies and procedures may deteriorate.

Due to our size and nature, segregation of all conflicting

duties may not always be possible and may not be economically feasible.

To the extent possible, we will implement procedures to assure

that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness

of these steps and make any changes that our management deems appropriate.

material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No.

combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial

statements will not be prevented or detected on a timely basis.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that

has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

II – OTHER INFORMATION

and the lack of multiple levels of review

of our accounting data.

Based on this evaluation, our management concluded that as of September 30, 2023, we did not maintain effective

internal control over financial reporting.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies

and procedures may deteriorate.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not

be economically feasible.

To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody

of assets and the recording of transactions will be performed by separate individuals.

With proper funding we plan on remediating the

significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that

our management deems appropriate.

A material weakness is a control deficiency (within

the meaning of Public Company Accounting Oversight Board Auditing Standard No.

5) or combination of control deficiencies, that results

in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected

on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS

are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide

the information contained in this item.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

senior securities were issued and outstanding during the six months ended June 30, 2023.

We are a “smaller reporting company” as

defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item.

UNREGISTERED SALES

OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR

No senior securities were issued and outstanding during

the nine months ended September 30, 2023.

MINE SAFETY DISCLOSURES

applicable to our Company.

Not applicable to our Company.

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