Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
During the quarter ended September
30, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that,
as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
Our principal executive officer
and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error
or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
To address the material weaknesses,
we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual
report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants
to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included
in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial
Reporting
There have been no changes
in our internal controls over financial reporting that occurred during the quarter ended September 30, 2021, that have materially or are
reasonably likely to materially affect, our internal controls over financial reporting.
22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no claims, actions,
suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company
or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
ITEM 1A. RISK FACTORS
We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under
this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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.