Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Disclosure
Controls and Procedures
We
carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2023. This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective due to the presence of material
weaknesses in internal control over financial reporting.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented
or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that,
as of September 30, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective
risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both US GAAP and SEC guidelines.
Remediation
Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
Our
company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered
by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such
weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2023: (i) appoint additional qualified
personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and
procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional
financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts
may be adversely affected in a material manner.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting during the three months ended September 30, 2023 that have materially
affected, or are reasonable likely to materially affect, our internal control over financial reporting.
10
Table of Contents
PART
II – OTHER INFORMATION
Item 1.
Legal Proceedings
We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors,
or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A.
Risk Factors
See
risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 30, 2023.
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.