What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-30 · 29 added, 36 removed, 10 unchanged (87% of the section changed)

Controls and Procedures.

Our Chief Executive Officer and Acting Chief Financial

Officer, as our principal executive, financial and accounting Officer, conducted an evaluation of the effectiveness of the design and

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

1934, as amended (the “ Exchange Act ”), as of March 31, 2022, to ensure that information required to be disclosed by

us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed

or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and

Acting Chief Financial Officer, as our principal executive, financial and accounting officer, or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Acting

Chief Financial Officer, as our principal executive, financial and accounting officer, has concluded that as of March 31, 2022, our disclosure

controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in

Item 9A(b) of our Annual Report on Form 10-K for the year ended December 31, 2020.

Our Chief Executive Officer and Acting Chief Financial

Officer, as our principal executive, financial and accounting officer, does not expect that our disclosure controls or internal controls

will prevent all error and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable assurance of

achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective

at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the

objectives of the 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.

Because of 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, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because

of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual a desire to do so.

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our Chief Executive Officer and Chief Financial

Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as of

March 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act

is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure

that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding

required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer, as our principal executive, financial

and accounting officer, has concluded that as of March 31, 2023, our disclosure controls and procedures were not effective at the reasonable

assurance level due to the material weaknesses identified and described in Item 9A(b) of our Annual Report on Form 10-K for the year ended

December 31, 2022.

Our Chief Executive Officer and Chief Financial

Officer, do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

Although our disclosure

controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and

Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter

how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

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.

Because of 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, within the Company have been detected.

These inherent limitations include the

realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

Changes in Internal Controls Over Financial

There were no changes in our internal controls

over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely

over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

5 unchanged sentences

we are not required to provide the information required by this Item.

Unregistered Sales of Equity Securities

and Use of Proceeds.

During the first quarter of 2022, the Company

has not issued any shares.

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