What changed in this filing

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Item 4. Controls and Procedures

2024-05-15 compared with 2023-11-15 · 43 added, 42 removed, 3 unchanged (97% of the section changed)

Controls and Procedures

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.

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.

Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

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.

in Internal Control over Financial Reporting

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.

II – OTHER INFORMATION

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 March 31, 2024.

This evaluation

was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, 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 March 31, 2024, 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, 2024:

(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.

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 March 31, 2024 that have materially affected, or are reasonable likely to materially affect, our internal

control over financial reporting.

PART II – OTHER INFORMATION

Legal Proceedings

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.

risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 30, 2023.

Unregistered Sales of

Equity Securities and Use of Proceeds

Defaults upon Senior

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.

See risk factors included in our Annual Report on Form 10-K for the year

ended December 31, 2023 filed on April [*], 2024.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults upon Senior Securities

Mine Safety Disclosures

Not applicable.

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